<PAGE>
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 10-Q

(MARK ONE)

<TABLE>
<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                    FOR THE PERIOD ENDED SEPTEMBER 30, 1999
                                       OR

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                        COMMISSION FILE NUMBER 001-13715

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

                              BIG CITY RADIO, INC.

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                  DELAWARE                                      13-3790661
        (State or other jurisdiction                         (I.R.S. Employer
      of incorporation or organization)                   Identification Number)
</TABLE>

                  11 SKYLINE DRIVE, HAWTHORNE, NEW YORK 10532
             (Address and zip code of principal executive offices)

                                 (914) 592-1071
              (Registrant's telephone number, including area code)

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

    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.  YES /X/  NO / /

    The number of shares of the registrant's Class A Common Stock and Class B
Common Stock outstanding as of October 25, 1999 was 5,818,817 and 8,250,458,
respectively.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                              BIG CITY RADIO, INC.

<TABLE>
<S>      <C>                                                           <C>
                         PART 1--FINANCIAL INFORMATION
                                                                        PAGE
                                                                        -----

Item 1.  Financial Statements

         Consolidated Balance Sheets.................................       2

         Consolidated Statements of Operations.......................       3

         Consolidated Statements of Cash Flows.......................       4

         Consolidated Statement of Stockholders' Equity..............       5

         Notes to Consolidated Financial Statements..................     6-9

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.........................   10-17

                          PART II--OTHER INFORMATION

Item 1.  Legal Proceedings...........................................      18

Item 2.  Changes in Securities and Use of Proceeds...................      18

Item 3.  Defaults Upon Senior Securities.............................      18

Item 4.  Submission of Matters to a Vote of Security Holders.........      18

Item 5.  Other Information...........................................      18

Item 6.  Exhibits and Reports on Form 8-K............................      18

Signatures...........................................................      19
</TABLE>
<PAGE>
PART 1--FINANCIAL INFORMATION

ITEM. 1 FINANCIAL STATEMENTS

                              BIG CITY RADIO, INC.

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  1999            1998
                                                              -------------   ------------
                                                               (UNAUDITED)     (AUDITED)
<S>                                                           <C>             <C>
                           ASSETS
Current assets:
  Cash and cash equivalents.................................  $  2,965,000    $  5,285,000
  Cash held in escrow.......................................       277,000         450,000
  Cash held in investment, restricted.......................     2,441,000       3,350,000
  Marketable securities.....................................     9,008,000      48,416,000
  Accounts receivable, net of allowance of $194,000 and
    $119,000 in 1999 and 1998, respectively.................     5,190,000       3,362,000
  Interest receivable.......................................       345,000       1,574,000
  Prepaid expenses and other current assets.................       922,000         603,000
                                                              ------------    ------------
      Total current assets..................................    21,148,000      63,040,000

Property and equipment, net.................................     7,275,000       4,512,000
Intangibles, net............................................   113,044,000      80,309,000
Deferred financing fees.....................................     3,562,000       4,052,000
Other assets................................................       101,000         169,000
                                                              ------------    ------------
      Total assets..........................................  $145,130,000    $152,082,000
                                                              ============    ============
            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................  $    663,000    $    518,000
  Accrued expenses..........................................     1,845,000       1,186,000
  Promissory notes..........................................     1,175,000       1,175,000
  Other current liabilities.................................        83,000         112,000
                                                              ------------    ------------
      Total current liabilities.............................     3,766,000       2,991,000
                                                              ------------    ------------
Senior discount notes.......................................   148,409,000     136,776,000
Other long term liabilities.................................       512,000         570,000
Promissory notes............................................            --         881,000
Deferred income tax liabilities.............................     2,473,000       2,473,000
Stockholders' Equity:
  Preferred stock, $.01 par value. Authorized 20,000,000
    shares; zero shares issued and Outstanding..............            --              --
  Common stock, Class A, $.01 par value. Authorized
    80,000,000 shares; issued and outstanding 5,818,817
    shares..................................................        58,000          58,000
  Common stock, Class B, $.01 par value. Authorized
    20,000,000 shares; issued and outstanding 8,250,458
    shares..................................................        83,000          83,000
  Additional paid-in capital................................    27,862,000      27,831,000
  Accumulated deficit.......................................   (38,033,000)    (19,581,000)
                                                              ------------    ------------
  Net stockholders' (deficit) equity........................   (10,030,000)      8,391,000
                                                              ------------    ------------
      Total liabilities and stockholders' equity............  $145,130,000    $152,082,000
                                                              ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       2
<PAGE>
                              BIG CITY RADIO, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED            NINE MONTHS ENDED
                                                 SEPTEMBER 30,                SEPTEMBER 30,
                                              1999          1998           1999           1998
                                           -----------   -----------   ------------   ------------
<S>                                        <C>           <C>           <C>            <C>
Gross revenues...........................  $ 7,449,000   $ 4,531,000   $ 15,869,000   $ 11,131,000
  Less: commissions and fees.............      834,000       495,000      1,801,000      1,187,000
                                           -----------   -----------   ------------   ------------
      Net revenues.......................    6,615,000     4,036,000     14,068,000      9,944,000
Operating expenses:
  Station operating expenses, excluding
    depreciation and amortization........    6,194,000     4,461,000     16,799,000     12,751,000
  Corporate, general and administrative
    expenses.............................      868,000       721,000      2,506,000      2,063,000
  Employment stock incentives............           --            --             --        808,000
  Depreciation and amortization..........    1,002,000       701,000      2,704,000      1,737,000
                                           -----------   -----------   ------------   ------------
      Total operating expenses...........    8,064,000     5,883,000     22,009,000     17,359,000
                                           -----------   -----------   ------------   ------------
        Operating loss...................   (1,449,000)   (1,847,000)    (7,941,000)    (7,415,000)
Other income (expenses):
  Gain on sale of station................           --            --        663,000             --
  Interest income........................      355,000     1,022,000      1,751,000      2,263,000
  Interest expense.......................   (4,559,000)   (3,783,000)   (12,601,000)    (8,664,000)
  Other, net.............................      (44,000)       (2,000)      (324,000)      (145,000)
                                           -----------   -----------   ------------   ------------
      Total other expenses...............   (4,248,000)   (2,763,000)   (10,511,000)    (6,546,000)
Loss before income taxes and
  extraordinary loss.....................   (5,697,000)   (4,610,000)   (18,452,000)   (13,961,000)
Income tax benefit, net..................           --       418,000             --      1,519,000
                                           -----------   -----------   ------------   ------------
Loss before extraordinary loss...........   (5,697,000)   (4,192,000)   (18,452,000)   (12,442,000)
Extraordinary loss on extinguishment of
  debt, net of income taxes..............           --            --             --        495,000
                                           -----------   -----------   ------------   ------------
  Net loss...............................  $(5,697,000)  $(4,192,000)  $(18,452,000)  $(12,937,000)
                                           ===========   ===========   ============   ============
Basic and diluted loss per share:
Loss before extraordinary item...........  $     (0.40)  $     (0.30)  $      (1.31)  $      (0.89)
Extraordinary item.......................           --            --             --          (0.03)
                                           -----------   -----------   ------------   ------------
  Net loss...............................  $     (0.40)  $     (0.30)  $      (1.31)  $      (0.92)
                                           ===========   ===========   ============   ============
Weighted average shares outstanding......   14,069,275    14,069,275     14,069,275     14,011,580
                                           ===========   ===========   ============   ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                              BIG CITY RADIO, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
Cash flows from operating activities:
  Net loss..................................................  $(18,452,000)  $(12,937,000)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation and amortization...........................     2,704,000      1,737,000
    Non cash interest.......................................    12,154,000      8,030,000
    Deferred income taxes...................................            --     (1,631,000)
    Gain on sale of station.................................      (663,000)            --
    Employment stock incentives.............................            --        808,000
    Extraordinary loss on extinguishment of debt............            --        582,000
      Change in operating assets and liabilities
        (Increase) decrease in assets:
        Accounts receivable.................................    (1,828,000)      (821,000)
        Interest receivable.................................     1,229,000     (1,618,000)
        Prepaid expenses and other current assets...........       (69,000)      (421,000)
        Other assets........................................        68,000        (46,000)
      Increase (decrease) in liabilities:
        Accounts payable....................................       145,000        (91,000)
        Accrued expenses....................................       459,000        185,000
        Other liabilities...................................       (87,000)      (199,000)
                                                              ------------   ------------
          Net cash used in operating activities.............    (4,340,000)    (6,422,000)
                                                              ------------   ------------
Cash flows from investing activities:
  Purchase of property and equipment........................    (2,677,000)    (1,551,000)
  Purchase of marketable securities.........................   (34,508,000)   (51,217,000)
  Sales of marketable securities............................    73,916,000             --
  Cash paid and advanced for assets of radio stations
    acquired................................................   (35,934,000)   (23,108,000)
  Cash held in restricted investment........................       909,000             --
  Cash received for radio station sold......................     1,195,000             --
                                                              ------------   ------------
        Net cash provided by (used in) investing
          activities........................................     2,901,000    (75,876,000)
                                                              ------------   ------------
Cash flows from financing activities:
  Proceeds from offering of senior discount notes net of
    discount and fees of $4,568,000.........................            --    120,808,000
  Drawdown on credit facility...............................            --      2,500,000
  Repayment of promissory notes.............................      (881,000)            --
  Repayment of existing credit facility.....................            --    (32,600,000)
                                                              ------------   ------------
        Net cash provided by (used in) financing
          activities........................................      (881,000)    90,708,000
                                                              ------------   ------------
          Change in cash and cash equivalents...............    (2,320,000)     8,410,000
Cash and cash equivalents at beginning of period............     5,285,000         80,000
                                                              ------------   ------------
Cash and cash equivalents at end of period..................  $  2,965,000   $  8,490,000
                                                              ============   ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
                              BIG CITY RADIO, INC.

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                      COMMON STOCK        ADDITIONAL
                                  ---------------------     PAID-IN     ACCUMULATED
                                    SHARES      AMOUNT      CAPITAL       DEFICIT         TOTAL
                                  ----------   --------   -----------   ------------   ------------
<S>                               <C>          <C>        <C>           <C>            <C>
Balance at December 31, 1998
  (Audited).....................  14,069,275   $141,000   $27,831,000   $(19,581,000)  $  8,391,000
Capital contribution related to
  Employment incentive..........          --         --        31,000             --         31,000
Net loss........................          --         --            --    (18,452,000)   (18,452,000)
                                  ----------   --------   -----------   ------------   ------------
Balance at September 30, 1999
  (Unaudited)...................  14,069,275   $141,000   $27,862,000   $(38,033,000)  $(10,030,000)
                                  ==========   ========   ===========   ============   ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
                              BIG CITY RADIO, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

    The Company owns and operates radio stations in four of the largest radio
markets in the United States. The Company's radio broadcast properties are
located in or adjacent to major metropolitan markets and utilize innovative
engineering techniques and low-cost, ratings-driven operating strategies to
develop these properties into successful metropolitan radio stations.

    The accompanying consolidated financial statements include the accounts of
Big City Radio, Inc. and all its subsidiaries. All significant intercompany
accounts and transactions have been eliminated.

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

    The accompanying interim consolidated financial statements have been
prepared without audit pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures made are
adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the consolidated financial
statements and related footnotes included in the Company's Form 10-K for the
year ended December 31, 1998 (the "1998 Form 10-K"). In the opinion of
management all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly in all material respects the financial position of
the Company as of September 30, 1999, and the results of its operations and its
cash flows for the three and nine-month periods ended September 30, 1999 and
1998, have been included. The results of operations for the interim period are
not necessarily indicative of the results which may be realized for the full
year.

2. EARNINGS PER SHARE

    Basic EPS includes no dilution and is computed by dividing income available
to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution from
securities that could share in the earnings of the Company. In calculating
diluted EPS, no potential shares of Common Stock are to be included in the
computation when a loss from continuing operations available to common
stockholders exists. Stock options issued under the Company's 1997, 1998 and
1999 Incentive Stock Plans amounting to 1,011,500 and 886,500 at September 30,
1999 and 1998, respectively, were not included in the computation of diluted EPS
because to do so would have been antidilutive.

3. SENIOR DISCOUNT NOTES

    OFFERING OF SENIOR DISCOUNT NOTES

    The Company completed a private placement of $174.0 million aggregate
principal amount, at maturity, 11 1/4% Senior Discount Notes due 2005 (the
"Notes") on March 17, 1998 (the "Notes Offering"), generating approximately
$125.4 million of gross proceeds for the Company of which the Company used
approximately $32.8 million to repay outstanding indebtedness under its Old
Credit Facility. The Company has used for past acquisitions and has committed
for future acquisitions of radio station properties approximately $66.4 million
and intends to use the remaining proceeds of the Notes Offering for general

                                       6
<PAGE>
                              BIG CITY RADIO, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. SENIOR DISCOUNT NOTES (CONTINUED)

corporate and working capital purposes. (See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources").

    SUBSIDIARY GUARANTORS

    Pursuant to the terms of the indenture relating to the Notes due 2005 (the
"Indenture"), the direct subsidiaries of Big City Radio, Inc.--consisting of
Odyssey Traveling Billboards, Inc., Big City Radio-NYC, L.L.C., Big City
Radio-LA, L.L.C., Big City Radio-CHI, L.L.C., and Big City Radio-Phoenix, L.L.C.
(collectively, the "Subsidiary Guarantors")--have, jointly and severally, fully
and unconditionally guaranteed the obligations of Big City Radio, Inc. with
respect to the Notes.

    All of the then existing Subsidiary Guarantors except Odyssey Traveling
Billboards, Inc. (the "Station Subsidiaries"), were created in December 1997 as
special purpose Delaware limited liability companies formed at the request of
the lenders under the Credit Facility for the sole purpose of holding the
Company's Federal Communications Commission ("FCC") radio licenses. Big City
Radio-Phoenix, L.L.C. was created in December 1998 upon signing the intent to
purchase the broadcast radio properties in Phoenix. The operating agreements for
the Station Subsidiaries limit the activities of these companies to owning the
FCC radio licenses. Odyssey Traveling Billboards, Inc. owns and operates certain
vehicles used to advertise for the Company's radio stations. Because the Station
Subsidiaries have entered into assignment and use agreements with the Company
whereby the Company manages and directs the day-to-day operations of the radio
stations, pays all expenses and capital costs incurred in operating the radio
stations, and retains all advertising and other receipts collected in operating
the radio stations, the Station Subsidiaries have no income or expenses other
than the amortization of the FCC licenses. Odyssey Travelling Billboards, Inc.
is similarly a special purpose corporation with no income and only expenses.

    The covenants in the Notes, the Indenture and the Revolving Credit Facility
do not restrict the ability of the Station Subsidiaries to make cash
distributions to the Company.

    Accordingly, set forth below is certain summarized financial information
(within the meaning of Section 1-02(bb) of Regulation S-X) for the Subsidiary
Guarantors, as of September 30, 1999 and December 31, 1998 and for the three
months and nine months ended September 30, 1999 and 1998 on an as if pooling
basis given the common control relationship of the Company and the Subsidiary
Guarantors.

<TABLE>
<CAPTION>
                                                              SEPTEMBER 30, 1999   DECEMBER 31, 1998
                                                              ------------------   -----------------
<S>                                                           <C>                  <C>
Current assets..............................................               --                  --
Noncurrent assets...........................................     $113,043,000         $80,295,000
Current liabilities.........................................               --                  --
Noncurrent liabilities......................................               --                  --
</TABLE>

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED,       NINE MONTHS ENDED,
                                                    SEPTEMBER 30,             SEPTEMBER 30,
                                                ---------------------   -------------------------
                                                  1999        1998         1999          1998
                                                ---------   ---------   -----------   -----------
<S>                                             <C>         <C>         <C>           <C>
Net sales.....................................         --          --            --            --
Costs and expenses............................         --          --            --            --
Depreciation and amortization.................  $ 645,000   $ 439,000   $ 1,744,000   $ 1,159,000
Net loss......................................  $(645,000)  $(439,000)  $(1,744,000)  $(1,159,000)
</TABLE>

                                       7
<PAGE>
                              BIG CITY RADIO, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. SENIOR DISCOUNT NOTES (CONTINUED)

    The summarized financial information for the Subsidiary Guarantors has been
prepared from the books and records maintained by the Subsidiary Guarantors and
the Company. The summarized financial information may not necessarily be
indicative of the results of operations or financial position had the Subsidiary
Guarantors operated as independent entities.

4. RECENT DEVELOPMENTS

    ACQUISITIONS

    On September 28, 1999, the Company completed the acquisition of KMYL-FM,
Wickenburg, Arizona. The operations of this station have been included in the
consolidated statements of operations from this date. The aggregate purchase
price for this station was $5,600,000 excluding acquisition related expenses and
was paid in cash. Management's preliminary estimate of the fair value of the
assets acquired in this transaction, subject to further review and appraisal is
as follows:

<TABLE>
<S>                                                           <C>
Building....................................................  $    8,000
Fixed assets................................................      92,000
FCC broadcast license.......................................   5,500,000
</TABLE>

    The fair value of the fixed assets and building acquired is determined by
reference to replacement value on an individual asset basis and comparable
property, respectively. The remaining purchase price is assigned to the FCC
license.

    On September 22, 1999, the Company completed the acquisition of KBZR-FM,
Arizona City, Arizona. The operations of this station have been included in the
consolidated statements of operations from this date. The aggregate purchase
price for this station was $3,900,000 excluding acquisition related expenses and
was paid in cash. Management's preliminary estimate of the fair value of the
assets acquired in this transaction, subject to further review and appraisal is
as follows:

<TABLE>
<S>                                                           <C>
Land........................................................  $   20,000
Fixed assets................................................      73,000
FCC broadcast license.......................................   3,807,000
</TABLE>

    The fair value of the fixed assets and land acquired is determined by
reference to replacement value on an individual asset basis and comparable
property, respectively. The remaining purchase price is assigned to the FCC
license.

    On July 30, 1999, the Company completed the acquisition of KEDJ-FM, Sun
City, Arizona and KDDJ-FM, Globe, Arizona. The operations of these stations have
been included in the consolidated statements of operations from this date. The
aggregate purchase price for these stations was $22,000,000 excluding
acquisition related expenses and was paid in cash. Management's preliminary
estimate of the fair value of the assets acquired in this transaction, subject
to further review and appraisal is as follows:

<TABLE>
<CAPTION>
                                                        KEDJ-FM      KDDJ-FM
                                                      -----------   ----------
<S>                                                   <C>           <C>
Building............................................  $   112,000   $  349,000
Fixed assets........................................      212,000       15,000
FCC broadcast license...............................   16,176,000    5,136,000
</TABLE>

                                       8
<PAGE>
                              BIG CITY RADIO, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. RECENT DEVELOPMENTS (CONTINUED)

    The fair value of the fixed assets and building acquired is determined by
reference to replacement value on an individual asset basis and comparable
property, respectively. The remaining purchase price is assigned to the FCC
license.

5. SUBSEQUENT EVENTS

    On November 1, 1999 the Company entered into a merger and registration
rights agreement ("the agreement") in which the Company acquired, in an all
stock transaction, all the issued and outstanding stock of Hispanic Internet
Holdings, Inc., a privately held bilingual Online Service Provider for the U.S.
Hispanic and Latin American markets. The transaction will be accounted for as a
purchase. The Company issued 400,000 shares of its Class A Common Stock at a
value of $4 per share. Under the terms of the agreement, an additional 600,000
shares will be issued over the next five years contingent upon the successful
achievement of certain annual revenue goals.

    On November 1, the Company also announced the appointment of Charles
M. Fernandez to the position of President and Chief Executive Officer. The
Company and Mr. Fernandez are parties to an employment agreement for an initial
term of three years. Upon signing the agreement, Mr. Fernandez is entitled to be
issued 250,000 stock options of the Company. Under the terms of this agreement,
he can earn up to an additional 750,000 stock options, based upon the future
stock price of the Company.

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

    Certain statements set forth below under this caption constitute
"Forward-Looking Statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). See "Special Note
Regarding Forward-Looking Statements".

GENERAL

    The Company owns and operates radio stations in four of the largest radio
markets in the United States. The Company's radio broadcast properties are
located in or adjacent to major metropolitan markets and utilize innovative
engineering techniques and low-cost, ratings-driven operating strategies to
develop these properties into successful metropolitan radio stations.

    In the Los Angeles area, the Company owns and operates three FM radio
stations, KLYY-FM, KSYY-FM, and KVYY-FM, all trimulcasting on 107.1 FM to form
"Southern California's Modern Rock Y-107". These stations were acquired in 1996.

    In the New York area, the Company owns and operates four FM radio stations,
WYNY-FM and WWVY-FM, WWZY-FM, and WWYY-FM, all programmed as "New Country
Y-107". New Country Y-107 began broadcasting on December 4, 1996. WWVY-FM and
WWZY-FM were operated under Local Marketing Agreements ("LMAs") throughout the
periods from December 1996 to April 1, 1997 and June 5, 1997, their effective
acquisition dates, respectively, and WWYY-FM was operated under LMA throughout
the period from April 27, 1998 to August 13, 1998, its effective acquisition
date. WYNY-FM was acquired on January 1, 1995.

    In the Chicago area, the Company owns six radio stations, WXXY-FM and
WYXX-FM, both simulcasting on 103.1 FM as "The EightiesChannel" and WKIE-FM,
WKIF-FM, and WDEK-FM, trimulcasting as 92 KISS FM, and WLBK-AM. The 103.1 FM
stations were acquired on August 8, 1997. The Company operated WXXY-FM as a
stand-alone, brokered-programming FM station and leased WYXX-FM to the previous
owner under a LMA agreement until the Company commenced operation of this
simulcast in early February 1998. The 103.1 simulcast began broadcasting its
current format of "The EightiesChannel" in August 1999. WKIE-FM and WKIF-FM were
acquired on August 4 and 7, 1998, respectively. These stations commenced
operations as 92 KISS FM, a contemporary hit radio format in November 1998. On
February 25, 1999 the Company acquired WDEK-FM and WLBK-AM. The Company added
WDEK-FM to the 92 KISS FM stations. It is the Company's intention to sell the
operating assets of WLBK-AM.

    In the Phoenix area, the Company owns four radio stations, KEDJ-FM on 106.3
FM, KDDJ-FM on 100.3 FM, and KBZR-FM on 106.5, all trimulcasting the modern rock
format known as "The Edge" with the Howard Stern morning show, and KMYL-FM
currently broadcasting "Nostalgia". KEDJ-FM and KDDJ-FM were acquired on
July 30, 1999. On September 22, 1999 the Company acquired KBZR-FM and added
KBZR-FM to "The Edge" stations. It is the Company's intention to exchange the
operating assets of KDDJ-FM, plus an additional cash amount for the FCC license
and operating assets of another Phoenix area station to simulcast with KMYL-FM
which was acquired on September 28, 1999. With the completion of this
transaction, the Company will own two separate radio station groups in Phoenix.

RESULTS OF OPERATIONS

    BACKGROUND

    The Company's financial results are dependent on a number of factors,
including the general strength of the local and national economies, local market
competition, the relative efficiency and effectiveness of

                                       10
<PAGE>
radio broadcasting compared to other advertising media, government regulation
and policies and the Company's ability to provide popular programming.

    The Company's primary source of revenue is the sale of advertising. Each
station's total revenue is determined by the number of advertisements aired by
the station and the advertising rates that the station is able to charge.

    Given the fact that the Company's strategy involves developing brand new
metropolitan area radio stations, the initial revenue base is zero and subject
to factors other than ratings and radio broadcasting seasonality. After the
start-up period, as is typical in the radio broadcasting industry, the Company's
first calendar quarter generally will produce the lowest revenues for the year,
and the fourth quarter generally will produce the highest revenues for the year.
The Company's operating results in any period may be affected by the incurrence
of advertising and promotion expenses that do not produce commensurate revenues
in the period in which the expenses are incurred.

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THREE MONTHS ENDED
  SEPTEMBER 30, 1998

    NET REVENUES for the three months ended September 30, 1999 were $6,615,000
compared with $4,036,000 for the three months ended September 30, 1998, an
increase of $2,579,000 or 63.9%. This increase was due primarily to increases in
the net revenues of Y-107 NY, Y-107 LA, and the commencement of operations of 92
KISS FM in November 1998 and "The Edge" in August 1999. These increases in
revenues were partially offset by the absence of net revenues for WRKL-AM for
the three months ended September 30, 1999 compared with net revenues of $401,000
during the same period in 1998. The existing radio stations' revenue growth
compared with the corresponding period in the prior year was $642,000 or 17.7%.

    STATION OPERATING EXPENSES EXCLUDING DEPRECIATION AND AMORTIZATION for the
three months ended September 30, 1999 were $6,194,000 compared with $4,461,000
for the three months ended September 30, 1998, an increase of $1,733,000 or
38.8%. This increase was due principally to the start-up operations of 92 KISS
FM in November 1998 and "The Edge" in August 1999, offset by a decrease in
station operating expenses at WRKL-AM of $450,000 for the corresponding three
month period in 1998 due to its sale in March 1999.

    CORPORATE, GENERAL AND ADMINISTRATIVE EXPENSES for the three months ended
September 30, 1999 were $868,000 compared with $721,000 for the three months
ended September 30, 1998, an increase of $147,000, or 20.4%. This increase was
due primarily to increased printing costs, franchise taxes, legal and
professional fees and administrative expenses to support the growth of the
Company.

    DEPRECIATION AND AMORTIZATION EXPENSES for the three months ended
September 30, 1999 were $1,002,000 compared with $701,000 for the three months
ended September 30, 1998, an increase of $301,000, or 42.9%. This increase was
due primarily to the amortization of intangibles and depreciation of capital
assets of the Chicago and Phoenix stations which were acquired in February and
July 1999, respectively.

    INTEREST EXPENSE for the three months ended September 30, 1999 was
$4,559,000 compared with $3,783,000 for the three months ended September 30,
1998, an increase of $776,000, or 20.5%. This increase is due to the increase in
the accreted principal amount of the Senior Discount Notes for the quarter ended
September 30, 1999 when compared to the quarter ended September 30, 1998. In the
three months ended September 30, 1999 and 1998, the average outstanding total
debt for the Company was $148,322,000 and $133,091,000, respectively. The
average rate of interest on the outstanding debt was 11.31% and 11.21%,
respectively. Interest income for the three months ended September 30, 1999 was
$355,000 compared with $1,022,000 for the three months ended September 30, 1998.
This decrease was a result of lower average balance of investments in marketable
securities.

    NET LOSSES for the three months ended September 30, 1999 were $5,697,000
compared with $4,192,000 for the three months ended September 30, 1998. The
increase in the net loss of $1,505,000 was primarily

                                       11
<PAGE>
attributable to higher station operating expenses, depreciation and amortization
expenses, corporate, general and administrative expenses, net interest expense,
and loss of income tax benefit, offset by increased net revenues in the quarter
ended September 30, 1999, compared to the corresponding quarter in 1998.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH NINE MONTHS ENDED
  SEPTEMBER 30, 1998

    NET REVENUES for the nine months ended September 30, 1999 were $14,068,000
compared with $9,944,000 for the nine months ended September 30, 1998, an
increase of $4,124,000 or 41.5%. This increase was due primarily to increases in
the net revenues of Y-107 NY, Y107 LA, Chicago stations, and the commencement of
the Phoenix station. These increases in revenues were partially offset by the
decrease in net revenues of $1,099,000 for WRKL-AM for the nine months ended
September 30, 1999 compared with the same period in 1998. The existing radio
stations' net revenue growth compared with the corresponding period in the prior
year was $2,386,000 or 27.4%.

    STATION OPERATING EXPENSES EXCLUDING DEPRECIATION AND AMORTIZATION for the
nine months ended September 30, 1999 were $16,799,000 compared with $12,751,000
for the nine months ended September 30, 1998, an increase of $4,048,000 or
31.7%. This increase was due principally to the start-up operations of 92 KISS
FM in November 1998 and "The Edge" in July 1999 and the increased station
operating expenses of "The EightiesChannel" throughout the nine months ended
September 30, 1999, offset by a decrease in station operating expenses at
WRKL-AM of $1,219,000 for the corresponding nine month period in 1998 due to its
sale in March 1999.

    CORPORATE, GENERAL AND ADMINISTRATIVE EXPENSES for the nine months ended
September 30, 1999 were $2,506,000 compared with $2,063,000 for the nine months
ended September 30, 1998, an increase of $443,000 or 21.5%. This increase was
due primarily to increased administrative expenses to support the growth of the
company.

    DEPRECIATION AND AMORTIZATION EXPENSES for the nine months ended
September 30, 1999 were $2,704,000 compared with $1,737,000 for the nine months
ended September 30, 1998, an increase of $967,000 or 55.7%. This increase was
due primarily to the amortization of intangibles and depreciation of capital
assets of the Phoenix stations which were acquired in July 1999 and Chicago
stations which were acquired in August 1998 and February 1999.

    INTEREST EXPENSE for the nine months ended September 30, 1998 was
$12,601,000 compared with $8,664,000 for the nine months ended September 30,
1998, an increase of $3,937,000 or 45.4%. In the nine months ended
September 30, 1999 and 1998, the average outstanding total debt for the Company
was $144,644,000 and $102,672,000 respectively. The average rate of interest on
the outstanding debt was 11.27% and 11.21% respectively. Interest income for the
nine months ended September 30, 1999 were $1,751,000 compared with $2,263,000
for the nine months ended September 30, 1998.

    NET LOSSES for the nine months ended September 30, 1999 were $18,452,000
compared with $12,937,000 for the nine months ended September 30, 1998. The
increase in the net loss of $5,515,000 was primarily attributable to higher
station operating expenses, depreciation and amortization expenses, corporate,
general and administrative expenses, and net interest expense as well as the
lack of income tax benefit. These increases were offset by a gain on sale of a
station of $663,000, no extraordinary loss on extinguishment of debt, net of
income taxes of $495,000 or employment stock incentive of $808,000 and increased
net revenues for the nine months ended September 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

    The Company has reported net losses since inception primarily due to
broadcast cash flow deficits characteristic of the start up of Y-107 LA, Y-107
NY, "The EightiesChannel", and 92 KISS FM, and depreciation and amortization
charges relating to the Company's acquisition of radio stations, as well as

                                       12
<PAGE>
interest charges on its outstanding debt. In addition, because its broadcast
properties are in the early stages of development, the Company expects to
generate significant net losses as it continues to expand its presence in its
markets for the foreseeable future. As a result, working capital needs have been
met by borrowings, including loans from the Principal Stockholders (which
borrowings were contributed to the capital of the Company immediately prior to
the consummation of the Initial Public Offering), borrowings under the Old
Credit Facility and the issuance of the Notes. The Company has entered into
various employment contracts with twenty-seven individuals comprised of mainly
officers and senior management that provide for minimum salaries and incentives
based upon specified levels of performance. The minimum payments under these
contracts are $893,000 in 1999, $3,303,000 in 2000, $1,006,000 in 2001 and
$475,000 in 2002.

    The Company has never paid cash or stock dividends on shares of common
stock. Furthermore, it intends to retain any future earnings for use in its
business and does not anticipate paying dividends on shares of its Common Stock
in the foreseeable future.

    CASH FLOWS FROM OPERATING ACTIVITIES

    In both the nine months ended September 30, 1999 and 1998, the Company used
cash in its operations. In the nine months ended September 30, 1999, the deficit
was predominantly due to the start-up operating losses of 92 KISS FM and "The
EightiesChannel". In the nine months ended September 30, 1998 this negative cash
flow was predominantly due to the funding of the start-up operations of Y-107
New York and "The EightiesChannel".

    CASH FLOWS FROM INVESTING ACTIVITIES

    Capital expenditures (excluding acquisitions of radio stations) were
$2,677,000 and $1,551,000 for the nine months ended September 30, 1999 and 1998,
respectively. These expenditures primarily reflect costs associated with the FCC
Power Increases and other technical improvements at the Company's stations, the
upgrade and expansion of the studio and broadcast facilities, and computer
support equipment.

    CASH FLOWS FROM FINANCING ACTIVITIES

    Under the terms of the Old Credit Facility, the Company had a $35.0 million
reducing revolving loan facility, of which amount Stuart Subotnick, the
Company's Chairman and a holder of its Class B Common Stock, had guaranteed the
payment of up to $6.0 million. The amounts outstanding under the Old Credit
Facility were repaid with the proceeds of the Notes Offering on March 17, 1998.

    The Company completed the Notes offering of $174.0 million aggregate
principal amount at maturity of Notes on March 17, 1998, generating
approximately $125.4 million of gross proceeds for the Company of which the
Company used approximately $32.8 million to repay outstanding indebtedness under
its Old Credit Facility. The Company has used for past acquisitions and has
committed for future acquisitions of radio station properties approximately
$66.4 million and intends to use the remaining proceeds for general, corporate
and working capital purposes.

    The Notes were issued at an original issue discount and will accrete in
value until March 15, 2001 at a rate of 11 1/4% per annum, compounded
semi-annually, to an aggregate principal amount of $174.0 million. Cash interest
will not accrue on the Notes prior to March 15, 2001. Thereafter, interest on
the Notes will accrue at a rate of 11 1/4% per annum and will be payable in cash
semi-annually, commencing September 15, 2001. The Notes will mature on
March 14, 2005 but may be redeemed after March 15, 2001 at the option of the
Company, in whole or in part, at a redemption price of 105.625%, 102.813% or
100.000% if redeemed during the 12-month period commencing on March 15, 2002,
2003 and 2004, respectively. In addition, up to 33 1/3% of the original
principal amount of the Notes may be redeemed at the option of the Company prior
to March 15, 2001 at a redemption price equal to 111.25% of the accreted value
of the Notes with net cash proceeds of one or more equity offerings of the
Company so long as there is a public market for the

                                       13
<PAGE>
Class A Common Stock at the time of such redemption and provided that at least
66 2/3% of the original principal amount of the Notes remains outstanding.

    Holders of the Notes have the right to require the Company to repurchase
their Notes upon a "change of control" of the Company, at a price equal to 101%
of the accreted value of the Notes if such repurchase occurs prior to March 15,
2001 or at a price equal to the principal amount of such Notes if such
repurchase occurs thereafter. A "change of control" for purposes of the Notes is
deemed to occur (i) when any person other than the Principal Stockholders, the
management and their affiliates (the "Permitted Holders"), becomes the owner of
more than 35% of the total voting power of the Company's stock and the Permitted
Holders own in the aggregate a lesser percentage of such voting power and do not
have the right or ability to elect a majority of the Board of Directors,
(ii) when the Board of Directors does not consist of a majority of continuing
directors, (iii) upon the occurrence of a sale or transfer of all or
substantially all of the assets of the Company taken as a whole, or (iv) upon
the adoption by the stockholders of a plan for the liquidation or dissolution of
the Company.

    Payments under the Notes are guaranteed on a senior unsecured basis by the
Company's Restricted Subsidiaries, as defined in the Indenture governing the
Notes; as of November 5, 1999, all of the Company's subsidiaries were Restricted
Subsidiaries. The Notes contain certain financial and operational covenants and
other restrictions with which the Company and its Restricted Subsidiaries must
comply, including restrictions on the incurrence of additional indebtedness,
investments, payment of dividends on and redemption of capital stock and the
redemption of certain subordinated obligations, sales of assets and the use of
proceeds therefrom, transactions with affiliates, creation and existence of
liens, the types of businesses in which the Company may operate, asset swaps,
restriction on distributions from Restricted Subsidiaries, sales of capital
stock of Restricted Subsidiaries and consolidations, mergers and transfers of
all or substantially all of the Company's assets. The Company is currently in
compliance with all covenants and other restrictions under the Notes and
anticipates that it will continue to meet the requirements of the Notes.

    The Notes contain customary events of default including payment defaults and
default in the performance of other covenants, certain bankruptcy defaults,
judgment and cross defaults, and failure of a subsidiary guarantee to be in full
force and effect.

    On July 6, 1998, the Company completed an exchange offer for the Notes, in
which the holders of substantially all outstanding Notes exchanged their Notes
for newly-issued Notes registered under the Securities Act of 1933. The new
Notes have the same terms as the exchanged Notes, except that the new Notes are
so registered. The amount exchanged was $172,500,000 aggregate principal amount
at maturity of Notes.

    In connection with the consummation of the Notes Offering, the Company
entered into the Revolving Credit Facility with The Chase Manhattan Bank
("Chase") providing for up to $15.0 million of availability, based upon a
multiple of the Company's radio stations' positive rolling four quarter
broadcast cash flow. The Revolving Credit Facility will mature on the fifth
anniversary of March 17, 1998 and amounts outstanding under the Revolving Credit
Facility will bear interest at an applicable margin plus, at the Company's
option, Chase's prime rate (in which case the applicable margin will initially
be 2.00% subject to reduction upon achieving performance criteria based on the
Company's leverage ratio) or the London Interbank Borrowing Rate (in which case
the applicable margin will initially be 3.00% subject to reduction upon
achieving performance criteria based on the Company's leverage ratio). The
Company's obligations under the Revolving Credit Facility are secured by a
pledge of substantially all of the Company's and its station subsidiaries'
assets. The Company will pay fees of 0.5 percent per annum, on the aggregate
unused portion of the facility.

    The Revolving Credit Facility contains certain financial and operational
covenants and other restrictions with which the Company must comply, including,
among others, limitations on capital expenditures, the incurrence of additional
indebtedness, restrictions on sales of assets, restrictions on the use of

                                       14
<PAGE>
borrowings, limitations on paying cash dividends and redeeming or repurchasing
capital stock of the Company or the Notes, and requirements to maintain certain
minimum interest coverage ratios. The Company is currently in compliance with
all covenants and other restrictions under the Revolving Credit Facility and
anticipates that it will continue to meet the requirements of the Revolving
Credit Facility.

    The Revolving Credit Facility contains customary events of default,
including material misrepresentations, payment defaults and default in the
performance of other covenants, certain bankruptcy and ERISA defaults, judgment
and cross defaults, and defaults upon the revocation of any of the Company's
broadcast licenses. The Revolving Credit Facility also provides that an event of
default will occur upon the occurrence of a "change of control" as defined in
the Revolving Credit Facility. For purposes of the Revolving Credit Facility, a
change of control will occur when (i) any person or group other than the
Principal Stockholders and their affiliates obtains the power to elect a
majority of the Board of Directors, (ii) the Company fails to own 100% of the
capital stock of its subsidiaries owning any of the FCC broadcast licenses, or
(iii) the Board of Directors does not consist of a majority of continuing
directors, as defined.

    As of the date of this report, the Company has no binding commitments for
any such acquisitions, except for those detailed in footnotes 4 and 5, "Recent
Developments" and "Subsequent Events," in the Notes to Consolidated Financial
Statements. After giving effect to the Notes Offering and application of net
proceeds therefrom, the Company had available approximately $12.0 million of
cash and cash equivalents on hand and marketable securities at September 30,
1999 and has unused borrowing capacity of $6.5 million under the Revolving
Credit Facility, which can be used for working capital purposes, including
financing any such acquisitions. Cash and cash equivalents on hand, marketable
securities, and amounts available under the Revolving Credit Facility may not be
sufficient to support the Company's growth strategy and as a result the Company
may require additional debt or equity financing in order to acquire additional
radio stations and accomplish its long-term business strategies. There can be no
assurance that any such financing will be available or available on acceptable
terms. In addition, because of the Company's substantial indebtedness, a
significant portion of the Company's broadcast cash flow will be required for
debt service.

    The Company anticipates that the net proceeds of the Notes Offering, its
available borrowing capacity and its broadcast cash flow from operations will be
sufficient to finance its capital expenditure programs, as well as existing
operational and debt service requirements, through September 30, 2000.
Management believes that its long term liquidity needs will be satisfied through
a combination of (i) the Company's successful implementation and execution of
its growth strategy to acquire and build a major market broadcast group; and
(ii) the Company's properties achieving positive operating results and cash
flows through revenue growth and control of operating expenses. If the Company
is unable successfully to implement its strategy, the Company may be required to
obtain additional financing through public or private sale of debt or equity
securities of the Company or otherwise restructure its capitalization.

YEAR 2000

    The Company is currently working to evaluate and resolve the potential
impact of the Year 2000 on the processing of date-sensitive information and
network systems. The Year 2000 problem is the result of computer programs being
written using two digits (rather than four) to define the Year 2000, which could
result in miscalculations or system failures resulting from recognition of a
date using "00" as the year 1900 rather than the year 2000. The Company's
analysis of the Year 2000 threat is on-going and will be continuously updated
throughout 1999 as necessary.

    The Company has delegated responsibility to a group of executives to
coordinate the identification, evaluation and implementation of changes to
computer systems and applications necessary to achieve the Company's goal of a
Year 2000 date conversion which would minimize the effect on its customers and
avoid disruption to business operations. The Company has also focused on
hardware and software tools,

                                       15
<PAGE>
programming and outside forces that may affect the Company's operations,
including the Company's vendors, banks and utility companies.

    The Company has written and distributed a questionnaire and project plan to
the Company's systems and operating personnel to identify all business and
computer applications, so the Company can identify potential compliance
problems. The Company has initiated communications with all of its significant
customers, suppliers and contractors to determine their plans for remediating
any Year 2000 issues that arise in the interface with the Company. As of
September 30, 1999 the evaluation of the questionnaire results is substantially
complete. While a small percentage of suppliers have not returned the
questionnaires, most of our important suppliers have certified current Year 2000
compliance or have projected compliance or readiness by December 31, 1999. The
Company has developed a contingency plan should the planned Year 2000 remedial
measures prove to be less than comprehensive.

    The contingency plan addresses Year 2000 related problems that are
unanticipated or outside of the Company's control. The objective of the
contingency plan is to provide for rapid response and minimal disruption of
operations in the event of unforeseen Year 2000 related problems. As part of its
overall contingency plan, the Company has put in place power generators and
other back-up measures. Management believes that its plans provide reasonable
assurance that the Company will not be materially impacted by a Year 2000
problem. The Company cannot provide assurance that all principal customers and
suppliers will successfully complete Year 2000 compliance plans in a timely
manner or that unexpected events will not occur. However, management believes
that its plans should reduce the risk of business interruptions due to such
occurrences.

    Based on the preliminary data, the Company's estimate is that the Year 2000
effort will cost $50,000, covering the period from January 1, 1998 through
December 31, 2000, out of a total expected cost of information systems of
$200,000 for this period, although there can be no assurance as to the ultimate
cost of the Year 2000 effort or the total cost of information systems. Such
costs will be expensed as incurred, except to the extent such costs are incurred
for the purchase or lease of capital equipment. The Company expects to make some
of the necessary modifications through its ongoing investment in system
upgrades. The Company believes that its exposure to this issue, based on its
internal systems, is somewhat limited by the fact that the majority of its
existing systems have been purchased or replaced since 1996 or currently remain
under development.

    As of September 30, 1999, the Company had incurred minimal expenses in
respect of its Year 2000 conversion effort. No other information system projects
of the Company have been deferred due to the Year 2000 efforts. The Company
expects that the source of funds for Year 2000 costs will be cash on hand.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain statements in this report, including those utilizing phrases "will,"
"expects," "intends," "estimates," "contemplates," and similar phrases, are
"forward-looking" statements (as such term is defined in Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
statements regarding, among other items, (i) the Company's growth strategy,
(ii) the Company's intention to acquire additional radio stations and to enter
additional markets, including its ability to do so at attractive valuations,
(iii) the Company's expectation of improving the coverage areas of its radio
stations, and (iv) the Company's ability to successfully implement its business
strategy. Certain, but not necessarily all, of such forward-looking statements
can be identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should," or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and other factors which may cause the actual
results, performance and achievements of the Company and its subsidiaries to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
but are not limited to, the following: (i) changes in the Company's and its
stations'

                                       16
<PAGE>
competitors, (ii) changes in the regulatory framework, (iii) changes in audience
tastes, changes or advances in technology and (iv) changes in the economic
conditions of local markets. Other factors which may materially affect actual
results include, among others, the following: general economic and business
conditions, industry capacity, demographic changes, changes in political, social
and economic conditions and various other factors beyond the Company's control.
The Company does not undertake and specifically declines any obligation to
release publicly the results of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events. The Company's ability to avoid interruptions due to Year 2000 problems
involves risks and uncertainties, including, but not limited to, suppliers',
customers' and the Company's ability to complete remediation which could be
affected by factors such as delays and increased costs.

    This report constitutes a Year 2000 Readiness Disclosure Statement, and the
statements herein are subject to the Year 2000 Information and Readiness
Disclosure Act. The Company hereby claims the protection of this Act for this
report and all information contained herein.

                                       17
<PAGE>
PART II--OTHER INFORMATION

ITEM 1--LEGAL PROCEEDINGS

    The Company is involved in litigation from time to time in the ordinary
course of its business. In Management's opinion, the outcome of all pending
legal proceedings, individually and in the aggregate, will not have a material
adverse effect on the Company.

ITEM 2--CHANGES IN SECURITIES AND USE OF PROCEEDS

    None.

ITEM 3--DEFAULTS UPON SENIOR SECURITIES

    None.

ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    No matters were submitted to a vote of the Company's stockholders, through
the solicitation of proxies or otherwise, during the third quarter of 1999.

ITEM 5--OTHER INFORMATION.

    None.

ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>
NUMBER                  EXHIBIT
------                  -------
<S>                     <C>
        10.16*          Merger and Registration Rights Agreement by and among
                        Hispanic Internet Holdings, Inc. ("HIH"), Shareholders of
                        HIH, Big City Radio, Inc., and HIH Acquisition, Inc., dated
                        November 1, 1999.

        10.17*          Employment Agreement, between Big City Radio, Inc. and
                        Charles M. Fernandez, dated November 1, 1999.

       11*              Computation of Earnings Per Share

       27*              Financial Data Schedule for the period ended September 30,
                        1999
</TABLE>

(b) Reports on Form 8-K

    No reports were filed during the quarter for which this report was filed.
------------------------

    *Filed herewith

                                       18
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

<TABLE>
<S>                                                    <C>  <C>
                                                       BIG CITY RADIO, INC.

                                                       By:             /s/ PAUL R. THOMSON
                                                            -----------------------------------------
                                                                         Paul R. Thomson
                                                             VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                                                          AND TREASURER
</TABLE>

Dated: November 12, 1999

                                       19