-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T5ZUJdljc9bladIzE9pGplH22lA6EgmNpZ2vK6XDuQj2/24REXNy9fQZjkZo0vDt QYfNsjhYT+0LGCkSfSW9pw== 0000918973-95-000009.txt : 19951211 0000918973-95-000009.hdr.sgml : 19951211 ACCESSION NUMBER: 0000918973-95-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951208 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTWOOD ONE INC /DE/ CENTRAL INDEX KEY: 0000771950 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 953980449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35899 FILM NUMBER: 95600301 BUSINESS ADDRESS: STREET 1: 9540 WASHINGTON BLVD CITY: CULVER CITY STATE: CA ZIP: 90232 BUSINESS PHONE: 3012045000 MAIL ADDRESS: STREET 1: 9540 WASHINGTON BLVD CITY: CULVER CITY STATE: CA ZIP: 90232 FORMER COMPANY: FORMER CONFORMED NAME: WESTWOOD ONE DELAWARE INC /CA/ DATE OF NAME CHANGE: 19860408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFINITY NETWORK INC CENTRAL INDEX KEY: 0000918973 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 521859471 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127506400 MAIL ADDRESS: STREET 1: 600 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 2 Westwood One, Inc. __________________ (Name of Issuer) Common Stock, Par Value $.01 Per Share ______________________________________ (Title of Class Securities) 961815107 _________ (CUSIP Number) Farid Suleman Vice President-Finance 600 Madison Avenue New York, New York 10022 (212) 750-6400 _______________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 7. 1995 and November 10, 1995 ____________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. ___ Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous ___ statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 CUSIP No. 961815107 1. Name of Reporting Person: Infinity Network Inc. S.S. or I.R.S Identification No. of Above Person: 52-1859471 2. Check the Appropriate Box if a Member of a Group (a) X (b) ___ ___ 3. SEC Use Only 4. Source of Funds: 00 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ___ 6. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Reporting Person With: 7. Sole Voting Power: None 8. Shared Voting Power: 8,120,690 9. Sole Dispositive Power: 6,500,000 10. Shared Dispositive Power: None 11. Aggregate Amount Beneficially Owned by Reporting Person: 8,120,690 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: ___ 13. Percent of Class Represented by Amount in Row (11): 26.1% 14. Type of Reporting Person: CO 2 CUSIP No. 961815107 This Amendment No. 2 amends and supplements the statement on Schedule 13D, dated February 14, 1994 and amended on February 10, 1995 (the "Schedule 13D"), by Infinity Network Inc. ("INI"), a wholly-owned subsidiary of Infinity Broadcasting Corporation, with respect to the common stock, par value $.01 per share ("Common Stock"), of Westwood One, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 2 reports certain transactions by INI and the Issuer involving securities of the Issuer exercisable into Common Stock and the aggregate impact of such transactions on INI's interest in securities of the Issuer. Item 1. Security and Issuer. ___________________ No Change. Item 2. Identity and Background. _______________________ No Change. Item 3. Source and Amount of Funds or Other Consideration. _________________________________________________ Not applicable. Item 4. Purpose of Transaction. ______________________ This Amendment No. 2 is filed to report (i) the vesting of INI's - Second Incentive Warrant, as hereinafter defined, to purchase 500,000 shares of the Common Stock at $4.00 per share (subject to adjustment) and (ii) the agreement by the Issuer to purchase INI's First Incentive -- Warrant, as hereinafter defined, for a purchase price of $5,593,750. Incentive Warrants __________________ On February 3, 1994, as incentive compensation under the Management Agreement, dated as of February 3, 1994 (the "Management Agreement"), between Infinity Broadcasting Corporation and the Issuer, the Issuer issued to INI three warrants to purchase up to an aggregate of 1,500,000 shares of the Common Stock exercisable as follows: (i) 500,000 shares at $3.00 per share (subject to adjustment) (the "First - Incentive Warrant") if the Common Stock reaches a price of $10.00 per share on at least 20 out of 30 consecutive trading days during which the national securities exchanges are open for trading ("Trading Days"); (ii) 500,000 -- shares at $4.00 per share (subject to adjustment) (the "Second Incentive Warrant") if the Common Stock reaches a price of 3 CUSIP No. 961815107 $15.00 per share on at least 20 out of 30 consecutive Trading Days; and (iii) 500,000 shares at $5.00 per share (subject to adjustment) if the Common --- Stock reaches a price of $20.00 per share on at least 20 out of 30 consecutive Trading Days. On September 27, 1994, the Common Stock reached a price of at least $10.00 per share on at least 20 out of 30 consecutive Trading Days, and, accordingly, the First Incentive Warrant vested. Such incentive warrant may be exercised at any time prior to the close of business on February 3, 2004, after which time such incentive warrant will terminate. The vesting of such incentive warrant was reported in Amendment No. 1 to the Schedule 13D. On August 7, 1995, the Common Stock reached a price of at least $15.00 per share on at least 20 out of 30 consecutive Trading Days, and, accordingly, the Second Incentive Warrant vested. Such incentive warrant may be exercised at any time prior to the close of business on February 3, 2004, after which time such incentive warrant will terminate. On November 10, 1995, the Issuer agreed to purchase the Second Incentive Warrant from INI for a purchase price of $5,593,750. Item 5. Interest in Securities of the Issuer. ____________________________________ (a) Aggregate Number and Percentage Owned. _____________________________________ See Items 11 and 13 of the cover page attached hereto for the aggregate number and percentage of the Common Stock held by INI as a result of the vesting of Second Incentive Warrant and the purchase of the First Incentive Warrant by the Issuer. Pursuant to a Voting Agreement, dated as of February 3, 1994 (the "Voting Agreement"), among the Issuer, Norman J. Pattiz and INI, INI and Mr. Pattiz agreed to vote all shares of capital stock of the Issuer held by them to elect their respective designees to the Board of Directors of the Issuer. According to the Issuer's Proxy Statement, dated May 1, 1995, Mr. Pattiz is the beneficial owner of 1,269,000 shares of Common Stock, which includes stock options to purchase 300,000 shares of the Common Stock granted pursuant to Mr. Pattiz' previous written employment agreement. In addition, Mr. Pattiz is also the beneficial owner of 351,690 shares of the Issuer's Class B Stock, par value $.01 per share ("Class B Stock"). Each share of Class B Stock is convertible into one share of the Common Stock. As a result of the transactions described in Item 4 and Mr. Pattiz' beneficial ownership, INI beneficially owns 8,120,690 shares of the Common Stock or approximately 26.1% 4 CUSIP No. 961815107 of the outstanding Common Stock, having sole dispositive power over 6,500,000 shares and shared voting power with Mr. Pattiz over 8,120,690 shares. For purposes of calculating the percentage of Common Stock owned by INI, the 300,000 shares underlying Mr. Pattiz' options and the 351,690 shares of Mr. Pattiz' Class B Stock were included as Common Stock beneficially owned by INI and outstanding Common Stock. (b) Voting and Investment Power. ___________________________ See Items 7-10 of the cover page attached hereto and Item 5(a) above for the number of shares of the Common Stock as to which INI has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or direct the disposition. (c) Description of Transactions. ___________________________ See Item 4 for a description of the transactions pursuant to which (i) the Second Warrant vested and (ii) the Issuer agreed to _ __ purchase the First Incentive Warrant from INI. (d) Dividends, Proceeds, etc. ________________________ Not applicable. (e) Date ceased to be beneficial owner. __________________________________ Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect _____________________________________________________________________ to Securities of the Issuer. ____________________________ No Change. Item 7. Material to be Filed as Exhibits. ________________________________ Exhibit 5 -- Incentive Warrant, dated as of February 3, 1994, issued by the Issuer to INI or its designated affiliate, to purchase 500,000 shares of Common Stock at an exercise price of $3.00 per share. (This exhibit can be found as Exhibit 5 to the Issuer's Schedule 13D filed on February 14, 1994 and is incorporated herein by reference.) 5 CUSIP No. 961815107 Exhibit 6 Incentive Warrant, dated as of February 3, 1994, issued by the Issuer to INI or its designated affiliate, to purchase 500,000 shares of Common Stock at an exercise price of $4.00 per share. (This exhibit can be found as Exhibit 6 to the Issuer's Schedule 13D filed on February 14, 1994 and is incorporated herein by reference.) Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 8, 1995 _________________ _________________________ Date Farid Suleman Vice President-Finance and Assistant Secretary 6 -----END PRIVACY-ENHANCED MESSAGE-----