-----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, OA7nmpxhLxU+1X3LBDYUugApCuZ2LXROz1rDaCzJPcYsy3T48//D3DAUBg4lc2FS +8JMp6kmUtoyQBwxX/Q6qg== 0000771950-03-000004.txt : 20030318 0000771950-03-000004.hdr.sgml : 20030318 20030318170318 ACCESSION NUMBER: 0000771950-03-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030318 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030318 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14691 FILM NUMBER: 03608092 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126412063 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WESTWOOD ONE DELAWARE INC /CA/ DATE OF NAME CHANGE: 19860408 8-K 1 wwo8k031803.txt WESTWOOD ONE FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 18, 2003 WESTWOOD ONE, INC. (Exact name of registrant as specified in its charter) Delaware 0-13020 95-3980449 - ----------------------------- -------------- -------------------- (State or other (Commission (IRS Employer jurisdiction of incorporation File Number) Identification No.) 40 W 57th Street 5th Floor, New York, New York 10019 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code (212) 641-2000 (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure. Registrant issued a press release updating its financial guidance for the first quarter and full year 2003. Item 7. Financial Statements and Exhibits 99.1 Press release of Westwood One, Inc. updating its financial guidance for the first quarter and full year 2003. SIGNATURES ---------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. /S/ Jacques Tortoroli Date: March 18, 2003 ---------------------------- -------------- Jacques Tortoroli Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. Exhibit - ----------- ------- 99.1 Press Release of Westwood One, Inc. updating its financial guidance for the first quarter and full year 2003. EX-99 4 wwo8k031803exhibit.txt WESTWOOD ONE EXHIBIT 99.1 FOR FORM 8-K EXHIBIT 99.1 TO FORM 8-K WESTWOOD ONE, INC. PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: JACQUES TORTOROLI (212) 846-6159 WESTWOOD ONE, INC. UPDATES 2003 FINANCIAL GUIDANCE New York, NY - March 18, 2003 - Westwood One, Inc. (NYSE: WON) announced today that it is updating its financial guidance for the first quarter and full year 2003. "In light of the extraordinary uncertainty surrounding an imminent war with Iraq, we have been experiencing a softening of advertising sales over the past four weeks as advertisers try to ascertain the duration of the conflict and its possible effect on their business. Therefore, we wanted to take this opportunity to update our shareholders on our outlook for 2003 as we currently see it," said Joel Hollander, President and Chief Executive Officer of Westwood One. For the first quarter of 2003, the Company said that it anticipates revenue and Operating Cash Flow to come in slightly down versus prior-year results, compared with prior guidance of low to mid-single digit revenue growth and double-digit growth in Operating Cash Flow. For full year 2003, the Company said it now expects low to mid-single digit revenue growth and high-single digit Operating Cash Flow growth versus prior guidance of mid-single digit revenue growth and double-digit growth in Operating Cash Flow in the range of $210 million to $215 million. "Our advertisers are telling us that they believe they will return to normal advertising levels but are uncertain about the timing," Mr. Hollander added. "We will continue to work closely with our advertisers and help them return to the market and reach their customers as soon as possible. Westwood One remains fundamentally strong and we continue to believe that the Company is well positioned over the long term." Westwood One provides over 150 news, sports, music, talk, entertainment programs, features, live events and 24/7 Formats. Through its subsidiaries, Metro Networks/Shadow Broadcast Services, Westwood One provides local content to the radio and TV industries including news, sports, weather, traffic, video news services and other information. SmartRoute Systems manages update information centers for state and local departments of transportation, and markets traffic and travel content to wireless, Internet, in-vehicle navigation systems and voice portal customers. Westwood One serves more than 7,500 radio stations. Westwood One, Inc. is managed by Infinity Broadcasting Corporation, a wholly owned subsidiary of Viacom Inc. Certain statements in this release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases "guidance," "expect," "anticipate," "estimates" and "forecast" and similar words or expressions are intended to identify such forward-looking statements. In addition any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this release include, but are not limited to: Changes in economic conditions in the U.S. and in other countries in which Westwood One, Inc. currently does business (both general and relative to the advertising and entertainment industries); fluctuations in interest rates; changes in industry conditions; changes in operating performance; shifts in population and other demographics; changes in the level of competition for advertising dollars; fluctuations in operating costs; technological changes and innovations; changes in labor conditions; changes in governmental regulations and policies and actions of regulatory bodies; changes in tax rates; changes in capital expenditure requirements and access to capital markets. Other key risks are described in the Company's reports filed with the U.S. Securities and Exchange Commission. Except as otherwise stated in this news announcement, Westwood One, Inc. does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----