-----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, Wmod3uHhRdsKGD688uqBN1iToP7AynhIxurU3CVyjSszcbOmpjuTheU8YkO6YcuK l0QcWruN01quZUwiVFsZPg== 0000950146-97-000153.txt : 19970221 0000950146-97-000153.hdr.sgml : 19970221 ACCESSION NUMBER: 0000950146-97-000153 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970210 SROS: NASD GROUP MEMBERS: COLLEGE RETIREMENT EQUITIES FUND GROUP MEMBERS: TIAA SEPARATE ACCOUNT VA-1 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: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35899 FILM NUMBER: 97522689 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: COLLEGE RETIREMENT EQUITIES FUND CENTRAL INDEX KEY: 0000777535 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 136022042 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 730 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129164905 MAIL ADDRESS: STREET 1: 730 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* WESTWOOD ONE, INC. ------------------------------------------ (Name of Issuer) COMMON STOCK ------------------------------------------ (Title of Class of Securities) 961815107 ------------------------------ (CUSIP Number) - ---------------- *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 the disclosures provided in a prior cover page. The information required in 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). (Continued on following page(s)) Page 1 of 7 Pages CUSIP No. 961815107 13G Page 2 of 7 Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS College Retirement Equities Fund I.R.S. #13-6022-042 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (X) See Exhibit A Attached 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 2,887,000 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER 2,887,000 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,887,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.41% 12. TYPE OF REPORTING PERSON* IV * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 961815107 13G Page 3 of 7 Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS TIAA Separate Account VA-1 I.R.S. #13-1624203 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (X) See Exhibit A Attached 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,700 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER 1,700 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,700 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.01% 12. TYPE OF REPORTING PERSON* IV * SEE INSTRUCTION BEFORE FILLING OUT! Page 4 of 7 Pages Item 1(a). NAME OF ISSUER: Westwood One, Inc. Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 9540 Washington Boulevard Culver City, CA 90232-2689 Item 2(a). NAME OF PERSON FILING: (1) College Retirement Equities Fund ("CREF") (2) TIAA Separate Account VA-1 ("VA-1") Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: (1) CREF - 730 Third Avenue New York, N.Y. 10017 (2) VA-1 - 730 Third Avenue New York, N.Y. 10017 Item 2(c). CITIZENSHIP: (1) CREF - Incorporated in the State of New York (2) VA-1 - Established in the State of New York Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock Item 2(e). CUSIP NUMBER: 961815107 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS: (a) ( ) Broker or dealer registered under Section 15 of the Act, (b) ( ) Bank as defined in Section 3(a)(6) of the Act, (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act, (d) (x) Investment Company registered under Section 8 of the Investment Company Act, (e) ( ) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F), (g) ( ) Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G); see Item 7, (h) (x) Group, in accordance with Rule 13d-1(b)(1)(ii)(H). Page 5 of 7 Pages Item 4. OWNERSHIP. (1) COLLEGE RETIREMENT EQUITIES FUND (a) Amount Beneficially Owned: 2,887,000 (b) Percent of Class: 9.41% (c) Number of shares as to which such person has (i) sole power to vote or direct the vote: 2,887,000 (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 2,887,000 (iv) shared power to dispose or to direct the disposition: None (2) TIAA SEPARATE ACCOUNT VA-1 (a) Amount Beneficially Owned: 1,700 (b) Percent of Class: 0.01% (c) Number of shares as to which such person has (i) sole power to vote or direct the vote: 1,700 (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 0.01% (iv) shared power to dispose or to direct the disposition: None Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ( ). Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable Page 6 of 7 Pages Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See attached Exhibit A. Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable Item 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. Date: January 1, 1997 COLLEGE RETIREMENT EQUITIES FUND By: /s/ Diane Axelrod ------------------------------- Diane Axelrod, Vice President TIAA SEPARATE ACCOUNT VA-1 By: /s/ Diane Axelrod ------------------------------- Diane Axelrod, Vice President Page 7 of 7 Pages EXHIBIT A IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP --------------------------------------------------------- College Retirement Equities Fund - IV TIAA Separate Account VA-1 - IV The College Retirement Equities Fund and TIAA Separate Account VA-1 (the "Reporting Persons") are filing as a group because their investment advisers (TIAA-CREF Investment Management, Inc. and Teachers Advisors, Inc., respectively), while distinct entities, are affiliated and employ some of the same investment personnel. However, because separate investment decisions are made with respect to the respective portfolio holdings of each of the Reporting Persons and there is no oral or written agreement or arrangement among the Reporting Persons with respect to acquisition, voting, disposition or otherwise of their securities, each Reporting Person disclaims beneficial ownership of the others' securities holdings and disclaims its membership in a group with the other Reporting Person. -----END PRIVACY-ENHANCED MESSAGE-----