-----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, RINC23qZ2icT9Kg8Bj+IJ7JVLNfULJSKK1oJ8PPd6uxE13b12m8ISNWR+Ccd15Bl 0S4I44spITWohkZlwvqw/Q== 0000950128-98-000591.txt : 19980220 0000950128-98-000591.hdr.sgml : 19980220 ACCESSION NUMBER: 0000950128-98-000591 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980219 SROS: NYSE 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 13D/A SEC ACT: SEC FILE NUMBER: 005-35899 FILM NUMBER: 98545743 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: CBS CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222-1384 BUSINESS PHONE: 4122442000 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 SC 13D/A 1 CBS CORP. (WESTWOOD) 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) WESTWOOD ONE, INC. ------------------ (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 961815107 --------- (CUSIP Number) Angeline C. Straka Vice President, Secretary & Associate General Counsel 11 Stanwix Street Pittsburgh, Pennsylvania 15222-1384 (412) 244-2300 ------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 30, 1997 and January 22, 1998 ----------------------------------- (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-l(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). Page 1 of 15 2 CUSIP NO. 961815107 - ----------------------------------------------------------------------------- (1) Name of Reporting Persons. S.S. or I.R.S. Identification No. of Above Person Infinity Network Inc., I.R.S. Identification No. 52-1859471 - ----------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------------------- (4) Source of Funds N/A - ----------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ----------------------------------------------------------------------------- Number of (7) Sole Voting Power None Shares Bene- ficially -------------------------------------------------------- Owned by (8) Shared Voting Power Each Report- 9,100,730 ing Person -------------------------------------------------------- With (9) Sole Dispositive Power 8,000,000 -------------------------------------------------------- (10) Shared Dispositive Power None - ----------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 9,100,730 - ----------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 26.0% - ----------------------------------------------------------------------------- (14) Type of Reporting Person CO Page 2 of 15 3 CUSIP NO. 961815107 - ----------------------------------------------------------------------------- (1) Name of Reporting Persons. S.S. or I.R.S. Identification No. of Above Person CBS Corporation (formerly Westinghouse Electric Corporation), I.R.S. Identification No. 25-0877540 - ----------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------------------- (4) Source of Funds N/A - ----------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) Citizenship or Place of Organization Pennsylvania - ----------------------------------------------------------------------------- Number of (7) Sole Voting Power None Shares Bene- ficially -------------------------------------------------------- Owned by (8) Shared Voting Power Each Report- 9,100,730 ing Person -------------------------------------------------------- With (9) Sole Dispositive Power 8,000,000 -------------------------------------------------------- (10) Shared Dispositive Power None - ----------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 9,100,730 - ----------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 26.0% - ----------------------------------------------------------------------------- (14) Type of Reporting Person CO Page 3 of 15 4 CUSIP NO. 961815107 - ----------------------------------------------------------------------------- (1) Name of Reporting Persons. S.S. or I.R.S. Identification No. of Above Person Infinity Broadcasting Corporation, I.R.S. Identification No. 13-2766282 - ----------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------------------- (4) Source of Funds N/A - ----------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ----------------------------------------------------------------------------- Number of (7) Sole Voting Power None Shares Bene- ficially -------------------------------------------------------- Owned by (8) Shared Voting Power Each Report- 9,100,730 ing Person -------------------------------------------------------- With (9) Sole Dispositive Power 8,000,000 -------------------------------------------------------- (10) Shared Dispositive Power None - ----------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 9,100,730 - ----------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 26.0% - ----------------------------------------------------------------------------- (14) Type of Reporting Person CO Page 4 of 15 5 CUSIP No. 961815107 This Amendment No. 6 amends and supplements the statement on Schedule 13D, dated February 14, 1994 and amended on February 10, 1995, December 8, 1995, September 20, 1996, December 30, 1996 and January 10, 1997 (the "Schedule 13D"), by Infinity Network Inc. ("INI"), a wholly-owned subsidiary of Infinity Broadcasting Corporation ("Infinity") and an indirect wholly-owned subsidiary of CBS Corporation (formerly Westinghouse Electric Corporation) ("CBS") with respect to the common stock, par value $.01 per share ("Common Stock"), of Westwood One, Inc., a Delaware corporation (the "Issuer") as follows: Item 2. Indemnity and Background - --------------------------------- Schedule I of Item 2 is amended by the attached Schedule I, which is a list of the directors and executive officers of CBS and Infinity, setting forth the following information with respect to each such person: (i) name, (ii) business address and (iii) present principal occupation or employment and the name and address of any corporation or other organization in which such employment is conducted. Except for Robert E. Cawthorn and David K. P. Li, who are British citizens and Jan Leschly who is a Danish citizen, each person identified in Schedule I hereto is a United States citizen. Item 2 is further amended to report that during the last five years, neither CBS or Infinity, nor, to the best of CBS' and Infinity's knowledge, any person identified in Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been subject to a judgment, decree or final order of a judicial or administrative body of competent jurisdiction enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 4. Purpose of Transaction - ------------------------------- Item 4 is amended to report (i) the vesting of INI's Third Incentive Warrant, as hereinafter defined, to purchase 500,000 shares of the Common Stock at $5.00 per share (subject to adjustment)and (ii) the agreement by the Issuer to purchase INI's Third Incentive Warrant, as hereinafter defined, for a purchase price of $12,687,500. Incentive Warrants. On February 3, 1994, as incentive compensation under the Management Agreement, dated as of February 3, 1994 (the "Management Agreement"), between Infinity 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 trade 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 $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) (the "Third Incentive Warrant") if the Common Stock reaches a price of $20.00 per share on at least 20 out of 30 consecutive Trading Days. Page 5 of 15 6 On April 30, 1997, the Common Stock reached a price of at least $20.00 per share on at least 20 out of 30 consecutive Trading Days, and, accordingly, the Third 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 January 22, 1998, the Issuer agreed to purchase the Third Incentive Warrant from INI for a purchase price of $12,687,500. The First Incentive Warrant and the Second Incentive Warrant were previously vested and sold to the Issuer. Item 5. Interest in Securities of the Issuer. - ---------------------------------------------- Item 5 is amended to report that effective January 22, 1998, INI beneficially owned an aggregate of 9,100,730 shares of Common Stock and CBS and Infinity indirectly beneficially owned an aggregate of 9,100,730 shares of Common Stock. Pursuant to a Voting Agreement, dated as of February 3, 1994, among the Issuer, Norman J. Pattiz and INI, Mr. Pattiz and INI 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. Included in the shares beneficially owned by INI are 1,100,730 shares beneficially owned by Mr. Pattiz. According to the Issuer's Proxy Statement, dated April 30, 1997, Mr. Pattiz is the beneficial owner of 749,040 shares of Common Stock (which includes stock options to purchase 145,000 shares of the Common Stock granted to Mr. Pattiz) and 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. For purposes of calculating the percentage of Common Stock owned by INI, the 145,000 shares underlying Mr. Pattiz' options, the 351,690 shares of Mr. Pattiz' Class B Stock and the warrants held by INI to purchase up to 3,000,000 shares of Common Stock were included as Common Stock beneficially owned by INI and outstanding Common Stock. As previously reported, INI is aware that certain executive officers and directors of CBS, Infinity and INI own Common Stock of Westwood and/or hold options to acquire Common Stock of Westwood. Item 5 is further amended to report that as of the date of this filing, these executive officers and directors beneficially owned 532,000 shares of Common Stock. Based on the 31,464,935 shares of Common Stock outstanding as of November 1, 1997, as reported by Westwood in its Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 1997, INI, Infinity and CBS were the beneficial owners of approximately 26.0% of the outstanding shares of Common Stock. INI has shared power to vote 9,100,730 shares of Common Stock and sole power to dispose or to direct the disposition of 8,000,000 shares of Common Stock. Item 5 is further amended to report that except as described in Item 4, no transactions in shares of Common Stock have been effected during the past sixty days by INI, Infinity, CBS or, to the best of CBS' Infinity's, or INI's knowledge, any person identified in Schedule I hereto. Page 6 of 15 7 Any information previously included in the Schedule 13D, as amended, and not revised or modified as described in this Amendment No. 6 remains unchanged. (Signature) After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 6 is true, complete and correct. Date: February 19, 1998 INFINITY NETWORK INC. By: /s/ FARID SULEMAN --------------------------------- Farid Suleman Vice President-Finance/ Chief Financial Officer Page 7 of 15 8 SCHEDULE I Name, business address, and present principal occupation or employment of the directors and executive officers of CBS Corporation --------------- Directors --------- Frank C. Carlucci, Chairman The Carlyle Group 1001 Pennsylvania Ave. NW Suite 220-S Washington, DC 20004-2505 Robert E. Cawthorn Managing Director, Global Health Care Partners DLJ Merchant Banking Partners LP Donaldson, Lufkin & Jenrette 401 City Line Avenue, 2nd Floor Bala Cynwyd, PA 19004-1122 George H. Conrades Executive Vice President, GTE Corporation and President, GTE Internetworking 150 Cambridge Park Sr. Cambridge, MA 02140 William H. Gray III President and CEO The College Fund/UNCF 8260 Willow Oaks Corporate Drive Fairfax, VA 22031 Michael H. Jordan Chairman and CEO CBS Corporation 51 W. 52nd Street New York, NY 10019 Mel Karmazin Chairman & CEO CBS Station Group CBS Corporation 40 W. 57th Street New York, NY 10019 Page 8 of 15 9 Jan Leschly Chief Executive SmithKline Beecham 1 Franklin Plaza P. O. Box 7929 Philadelphia, PA 19101 David K. P. Li Chairman and Chief Executive The Bank of East Asia, Limited 10 Des Voeux Road Central Hong Kong David T. McLaughlin President Emeritus The Aspen Institute The Gallery - Suite 203 46 Newport Road New London, NH 03257 Richard R. Pivirotto President Richard R. Pivirotto Co., Inc. 111 Clapboard Ridge Rd. Greenwich, CT 06830 Raymond W. Smith Chairman & CEO Bell Atlantic Corporation 1095 Avenue of the Americas 41st Floor New York, NY 10036 Paula Stern President The Stern Group, Inc. 3314 Ross Place NW Washington, DC 20008 Robert D. Walter Chairman and CEO Cardinal Health, Inc. 5555 Glendon Court Dublin, OH 43016 Page 9 of 15 10 Executive Officers ------------------ M. H. Jordan Chairman and Chief Executive Officer CBS Corporation 51 W. 52nd Street New York, NY 10019 L. J. Briskman Senior Vice President & General Counsel CBS Corporation 11 Stanwix Street Pittsburgh, PA 15222 M. Karmazin Chairman and Chief Executive Officer CBS Station Group CBS Corporation 40 W. 57th Street New York, NY 10019 C. W. Pryor, Jr. President and CEO, Westinghouse Electric Company CBS Corporation 4350 Northern Pike Monroeville, PA 15146 F. G. Reynolds Executive Vice President and Chief Financial Officer CBS Corporation 51 W. 52nd Street New York, NY 10019 C. V. Savage Vice President and Chief Accounting Officer CBS Corporation 11 Stanwix Street Pittsburgh, PA 15222 R. H. Zwirn President, Power Generation CBS Corporation The Quadrangle 4400 Alafaya Trail Orlando, FL 32826-2399 Page 10 of 15 11 SCHEDULE I Name, business address, and present principal occupation or employment of the directors and executive officers of Infinity Broadcasting Corporation --------------------------------- Directors Business Address and Occupation - --------- ------------------------------- M. H. Jordan Chairman and Chief Executive Officer CBS Corporation 51 W. 52nd Street New York, NY 10019 L. J. Briskman Senior Vice President & General Counsel CBS Corporation 11 Stanwix Street Pittsburgh, PA 15222 M. Karmazin Chairman and Chief Executive Officer CBS Station Group CBS Corporation 40 W. 57th Street New York, NY 10019 F. G. Reynolds Executive Vice President and Chief Financial Officer CBS Corporation 51 W. 52nd Street New York, NY 10019
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Executive Officers Business Address and Occupation - ------------------ ------------------------------- L. J. Briskman Vice President and Secretary Senior Vice President & General Counsel CBS Corporation 11 Stanwix Street Pittsburgh, PA 15222 M. Karmazin Chairman, President and Chairman and Chief Executive Officer Chief Executive Officer CBS Station Group CBS Corporation 40 W. 57th Street New York, NY 10019 F. G. Reynolds Vice President Vice President and Chief Financial Officer CBS Corporation 51 W. 52nd Street New York, NY 10019
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Executive Officers Business Address and Occupation - ------------------ ------------------------------- F. Suleman Vice President -- Finance and Chief Financial Officer Chief Financial Officer CBS Station Group CBS Corporation 40 W. 57th Street New York, NY 10019
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