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EXHIBIT 99.2
Susquehanna Media Co.
Offer to Exchange its
8 1/2% Senior Subordinated Notes Due 2009
Which Have Been Registered Under
the Securities Act of 1933
For Any and All of its Outstanding
8 1/2% Senior Subordinated Notes Due 2009
Pursuant to the Prospectus Dated _________, 1999
TO: BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES:
Susquehanna Media Co. ("Susquehanna Media") is offering to exchange,
upon and subject to the terms and conditions set forth in the enclosed
prospectus, dated _________, 1999 (the "prospectus"), and the enclosed Letter of
Transmittal (the "Letter of Transmittal"), its 8 1/2% Senior Subordinated Notes
due 2009, which have been registered under the Securities Act of 1933 (the
"exchange notes"), for any and all of its outstanding 8 1/2% Senior Subordinated
Notes due 2009 (the "outstanding notes"). The exchange offer is being made in
order to satisfy certain of Susquehanna Media's obligations contained in the
Registration Rights Agreement dated as of May 12, 1999, among Susquehanna Media,
First Union Capital Markets Corp., and Banc of America Securities LLC (formerly
NationsBanc Montgomery Securities LLC).
In connection with the exchange offer, we are requesting that you
contact your clients for whom you hold outstanding notes registered in your name
or in the name of your nominee, or who hold outstanding notes registered in
their own names. Susquehanna Media, First Union Capital Markets Corp., and Banc
of America Securities LLC will not pay any fees or commissions to any broker,
dealer or other person in connection with the solicitation of tenders pursuant
to the exchange offer. However, you will, upon request, be reimbursed for
reasonable out-of-pocket expenses incurred in connection with soliciting
acceptances of the exchange offer. Susquehanna Media, First Union Capital
Markets Corp., and Banc of America Securities LLC will pay or cause to be paid
all transfer taxes applicable to the exchange of outstanding notes pursuant to
the exchange offer, except as set forth in the prospectus and the Letter of
Transmittal.
For your information and for forwarding to your clients, we are
enclosing the following documents:
1. Prospectus dated _________, 1999;
2. A Letter of Transmittal for your use and for the information of your
clients;
3. A form of Notice of Guaranteed Delivery; and
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4. A form of letter which may be sent to your clients for whose
account you hold outstanding notes registered in your name or
the name of your nominee, with space provided for obtaining
such clients' instructions with regard to the exchange offer.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON _________, 1999 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY SUSQUEHANNA MEDIA (IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL
MEAN THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED). THE
OUTSTANDING NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN,
SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF
TRANSMITTAL, AT ANY TIME PRIOR TO THE EXPIRATION DATE.
To participate in the exchange offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
exchange agent and certificates representing the outstanding notes should be
delivered to the exchange agent, all in accordance with the instructions set
forth in the prospectus and the Letter of Transmittal.
If holders of outstanding notes wish to tender, but it is impracticable
for them to forward their certificates for outstanding notes prior to the
expiration of the exchange offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the prospectus and the Letter of
Transmittal.
Any inquiries you may have with respect to the exchange offer, or
requests for additional copies of the enclosed materials, should be directed to
the exchange agent for the outstanding notes, at its address and telephone
number set forth on the front of the Letter of Transmittal.
Very truly yours,
Susquehanna Media Co.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF SUSQUEHANNA MEDIA OR THE EXCHANGE AGENT, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON
BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR
STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
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