About Tele-Media

Founded in 1970 by Robert E. Tudek and Everett I. Mundy, both Cable TV Industry Pioneers, Tele-Media Corporation of Delaware and its affiliates (“Tele-Media”) have grown from a single system cable operation into one of the industry’s largest privately held aboutuscommunication companies, focused on broadband cable and radio broadcasting. Currently a top 20 multiple system operator (“MSO”) in the cable industry, Tele-Media has successfully developed the company several times in its corporate history.

Tele-Media first grew from 386 subscribers in 1971 to nearly 500,000 subscribers at the time of its sale of CATV systems to TCI in 1984, representing 406,000 of its subscribers for $172.5 million. After the sales to TCI, Tele-Media grew from the 94th largest MSO to one of the top 20 MSOs at its peak. Then, in 1996, Tele-Media sold approximately 160,000 subscribers to Time-Warner/Fanch One Company for approximately $242 million, leaving 247,500 subscribers upon which to build the company.

During its third phase of growth within the CATV industry, in late 1998 Tele-Media formed a joint venture with Adelphia Communications Corporation to acquire approximately 67,000 subscribers in Waterbury, CT and Petersburg, VA for $150 million from Marcus Cable. This acquisition is part of a continuing relationship with Adelphia that began in 1992, when they invested in the company’s high growth Florida properties located in Palm Beach, Broward, Osceola and Polk counties. Since that time, this relationship has developed further with Adelphia investing in several other Tele-Media properties in Seymour, CT; Hopewell, VA; and a group of systems located in MD and W VA.

Tele-Media entered the satellite home dish (C-Band) business in 1985, the radio broadcasting industry in 1989 and the commercial advertising insertion and security monitoring businesses in 1990. However, after receiving an offer it could not refuse, Tele-Media sold its radio stations to Citadel Broadcasting in 1997 for $120 million and exited all other investments, except the CATV industry. Tele-Media re-entered the radio broadcasting industry in 1997 in the High Desert region of southern California and has since then added a major cluster of stations in the northeast, which provide coverage from Albany, NY to Boston, MA and throughout New Hampshire.

From its inception, Tele-Media’s management skills readily lent themselves to workout turn-around situations. Tele-Media’s strength in assuming management of troubled radio broadcasting and CATV systems, solving problems, restructuring, and reorganizing the systems for successful operation has resulted in the ownership of a sound operation in each case.

Tele-Media’s other strengths include its expertise in the marketing, installation, engineering, construction and customer service aspects of CATV system operations. Tele-Media planned, designed and constructed the first 30 channel, two-way converter system and the first major 400 MHz, 54 channel, two-way AML system in the nation. Through its construction, marketing and installation divisions, Tele-Media continues to provide sub-contractor services to other large MSOs in this growing aspect of the CATV industry. Also, through its minority investment in InterTECH Corporation in 1999, Tele-Media has surged into the exciting field of offering high-speed internet services over its upgraded two-way cable plants.

Having developed during two major growth periods over time, Tele-Media is now relying upon its management team and its successful past to continue to expand for the third time. Mssrs. Tudek and Mundy have announced their plan to perpetuate Tele-Media’s involvement through an increased role from the younger members of the management team, ensuring that Tele-Media will be a strong, viable company for many years to come. Tele-Media has demonstrated its ability to develop a vigorous growth-oriented communications company poised to take advantage of the many new opportunities and technologies in and associated with the CATV, radio broadcasting and communication industries. Tele-Media’s management depth, history of accomplishment and growth, record of meeting engineering, construction, and sales goals, and a reputation for integrity and capability provide the basis for the attainment of its long-standing, but never totally achieved, objective: to become the finest CATV, radio broadcasting and communication company anywhere.

Key Events

Since its inception in 1970, Tele-Media has obtained various milestones throughout its corporate history. Several key facts and figures as summarized herein highlight Tele-Media’s accomplishments in the cable, radio broadcasting and communications industries.

1970 and 1971

• Tele-Media founded by Robert E. Tudek and Everett I. Mundy in October 1970.
• Awarded first CATV franchise in East Palestine, OH.

1972

• Acquired CATV systems in Ashtabula and Conneaut, OH through a limited partnership syndication. These systems improved by more than 1,400 subscribers during the first two months.
• Secured nine franchises in nine contests throughout Ohio, which encompassed 186 miles of CATV plant and 17,000 potential subscribers.
• The entire Ohio cluster of systems grew rapidly from 10,000 subscribers in September to 13,500 by year-end due to construction and marketing efforts.

1973

• Completed construction of first bi-directional, single cable, 30-channel system in the USA in Geneva/Madison, OH.

1974

• Completed construction of two separate 80-mile CATV systems in Celina, OH and Bryan/Van Wert, OH.

1976

• Constructed a five hop CARS microwave system in Ohio, running north and south along the Ohio and Indiana border.
• Acquired the oldest CATV system in southeastern USA in Key West, FL with 11,000 subscribers, which eventually expanded to 28,000 subscribers.

1977

• Constructed the Greenville, OH system by adding it to the CARS microwave system, which was now a string of five CATV systems.
• Built another CARS microwave system to connect Conneaut, Ashtabula and Geneva-Madison, Ohio systems with two-way capability.
• Tele-Media installed its first earth receiving station to provide premium services on the CARS system.

1978

• Installed a conical horn antenna earth receiving station in Key West, FL quadrupling the programming available.

1980

• Constructed the only CARS microwave system in the USA permitted to use common carrier microwave frequencies (6 GHz) in Key West, FL by getting a special waiver from the FCC.
• Formed its own CATV construction company (Tele-Media Constructors Company) to meet the tight deadlines involved with the various construction activities.

1981

• Interconnected CARS microwave system in Ashtabula, Conneaut and Geneva-Madison, OH with the AML system around Erie, PA and the AML system in newly constructed franchises in Lake County, OH. This resulted in a 140-mile state-of-the-art two-way capable microwave system, which was one of only a few of these types systems at the time.
• Obtained six new franchises in Lake County, OH and completed construction of a state-of-the-art 400 MHz AML system for these new areas.

1984

• Sold over 406,000 subscribers to TCI for $172.5 million after meeting all of the aggressive goals set forth 14 months ago when initially entering into the deal.
• Obtained limited partnership equity and bank financing for the construction of the $20 million CATV system in Franchise Area 13 in the State of CT. Constructed more than 1,000 miles of plant passing in excess of 35,000 dwelling units, making it the Company’s largest single construction project.

1985

• Entered the TVRO or “Home Dish” industry to serve the rural, low-density areas surrounding CATV systems.

1986

• Purchased a controlling interest in a corporation (Cable Management Associates, Inc. “CMA”), which directly or indirectly through its role as a general partner in various partnerships, owned various CATV systems serving more than 105,000 subscribers operating in seven states. These systems clustered well with the existing CATV systems.

1987

• Acquired the general partnership interest of seven partnerships operating as Signet Cablevision serving over 44,000 subscribers with two clusters – one in VA and NC with 25,400 subscribers and the other in TX and OK with 19,200 subscribers.
• Purchased the systems operating in all six communities on the prestigious island of Martha’s Vineyard serving 2,700 subscribers. This acquisition offered great expansion and upgrade capabilities.

1988

• Began installation of first fiber optics system in Charleston, WV area. Project eliminated 15 antenna sites by incorporating state-of-the-art electronics for transmitting signals over 107 miles of fiber optic cable in this 650 mile system.

1989

• Entered the radio broadcasting industry by acquiring a group of nine radio stations in PA, RI and IL. Exceeded the previous owner’s cash flow by 13% during first year of operation.

1990

• Acquired KEYNET Cable Advertising, Inc., which developed a unique multi-channel controller to make cable advertising insertion services economically feasible in small and medium size cable systems.
• Formed Tele-Media Security Company, which sells, installs and monitors security alarm systems to the commercial and residential markets.
• Closed on largest single system acquisition and financing of $95 million located along the Route 8 corridor in Seymour, CT.

1991-1994

• Radio broadcast division took advantage of duopoly rules to add heritage stations, WPRO AM/FM, in largest market in Providence, RI. Also, purchased stations in Johnstown, PA market.

1995

• Continued growth in radio broadcasting by acquiring duopoly stations in Quincy, IL, State College and Hershey, PA.

1996

• Sold 150,000 subscribers in mature systems to Time Warner/Fanch. This improved our ability to search for and acquire new properties with higher growth potential.

1997

• Received an offer, which Company could not refuse, and closed on a deal to divest ownership of all 30 radio stations for a sales price in excess of $120 million.
• Started rebuild of radio division by acquiring two stations in High Desert area of southern CA.

1998

• Completed reorganization of jointly owned properties with Adelphia, whereby Tele-Media managed four separate systems in Broward County, FL; Seymour, CT; Hopewell; VA; and Tri-States properties in MD and WV.
• Purchased almost 60,000 subscribers for $150 million along with Adelphia in Waterbury, CT and Petersburg, VA. Waterbury system is contiguous to Seymour site bringing the combined cluster to 90,000 and the Petersburg system is also next to the Hopewell site bringing that total cluster to 27,000.

1999

• Commenced upgrades of fifteen different cable systems, the largest being the CT cluster. As each upgrade is completed, the particular systems will be able to provide digital, data, and other enhanced services to the subscribers.
• Completed acquisition of four additional radio stations in the High Desert region of CA and added four additional stations in Albany, NY with new equity partner, Pacesetter Growth Fund, L.L.C.

2000

• Continued to develop a significant radio cluster in New England to provide coverage from Albany to Boston and throughout New Hampshire by acquiring seven additional stations in that region.
• Divested of two of the six radio stations in the High Desert region of CA to concentrate on the New England cluster.

2001

• Sold 12 cable systems with approximately 13,000 subscribers to Adelphia for $34.8 million.