-----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, IMpn6EhCf/WJMlTVWdfRgTor/lvs8MrrHUSs3Zm9NtNUp5B1ADA46XnA5fwcrO4z 443wM2Xp5c0kUJnkAsk7RA== 0000771950-03-000029.txt : 20030701 0000771950-03-000029.hdr.sgml : 20030701 20030701170610 ACCESSION NUMBER: 0000771950-03-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030701 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030701 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: 03768707 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 wwo8k070103.txt WESTWOOD ONE FORM 8K 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) July 1, 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 9. Regulation FD Disclosure. The following information is furnished pursuant to Item 9, "Regulation FD Disclosure" and Item 12, "Results of Operations and Financial Condition." Registrant issued a press release updating its financial guidance for 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: July 1, 2003 ---------------------------- -------------- Jacques Tortoroli Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. Exhibit - ----------- ------- 99.1 Press Release of Westwood One, Inc. updating its financial guidance for 2003. EX-99 4 wwo8k70103exhibit99.txt WESTWOOD ONE FORM 8K EXHIBIT 99 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 - July 1, 2003 - Westwood One, Inc. (NYSE: WON) announced today that it is updating its full year 2003 financial guidance. The Company reported that the softening of advertiser sales that began in the first quarter continued to adversely affect revenues longer into the second quarter than anticipated. As a result, for the second quarter 2003, Westwood One expects revenues to be down mid-single digits from last year's second quarter with a corresponding mid-teens decrease in operating income. For the full year 2003, the Company now expects revenue to be flat to slightly up from 2002 results and operating income to be flat to slightly down from the comparable period in 2002. Earnings per share is expected to be flat to slightly up for the year. "While our business did not recover as quickly as anticipated in April, our revised full year guidance reflects the recent turnaround that we are currently seeing in our business in the second half of the year,"- said Shane Coppola, President and Chief Executive Officer of Westwood One. "Assuming the recovery continues, we now believe we will be able to increase revenue low-to mid-single digits in the last half of the year and increase operating income mid- to high-single digits in the same period. Westwood One is strong and well-positioned over the long term, and we remain committed to keeping our expenses under control and to continuing to buy-back our stock." 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-----