8-K

UNITED STATES
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): December 6, 2005

WESTWOOD ONE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14691	95-3980449
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

40 West 57th Street, 5th Floor
New York, NY	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 641-2000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE
EX-99.2: PRESS RELEASE

Section 2 Financial Information

Item 2.02 Results of Operations and Financial Condition.

     On December 8, 2005, Westwood One, Inc. (the “Company”) issued a press release updating its financial guidance for the fourth quarter 2005. A copy of such press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.

Section 5 Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     (b)    On December 8, 2005, Shane Coppola resigned from his position as President and Chief Executive Officer of the Company and as a director of the Company, effective on such date. Commencing on such date and continuing through June 30, 2007, Mr. Coppola will serve as a consultant to the Company. In exchange for such consulting services: (i) Mr. Coppola will receive 45,000 restricted stock units (“RSUs”) of the Company pursuant to the Company’s 2005 Equity Compensation Plan; and (ii) all stock options held by Mr. Coppola on December 8, 2005 shall continue to vest in accordance with their current terms through and including June 30, 2007. Mr. Coppola also has agreed that during such consulting period, he will not engage or participate in any business competitive with the Company. Subject to certain conditions, including Mr. Coppola’s material compliance with his consulting agreement, 25,000 RSUs will vest on December 31, 2006 and the remaining 20,000 RSUs will vest on June 30, 2007. Notwithstanding the foregoing, if the Company elects to terminate Mr. Coppola’s consulting agreement without cause: (i) all 45,000 RSUs will vest upon such termination; and (ii) all stock options held by Mr. Coppola on December 8, 2005 that would have vested in accordance with their terms on or prior to June 30, 2007 will immediately vest. A copy of the press release announcing Mr. Coppola’s resignation is furnished herewith as Exhibit 99.2 and is incorporated by reference herein in its entirety.

     (c)    In connection with Mr. Coppola’s resignation, Joel Hollander was appointed interim President and Chief Executive Officer effective December 8, 2005. Mr. Coppola’s services were, and Mr. Hollander’s services will be, provided by Infinity Broadcasting Corporation (“Infinity”) to the Company in accordance with Infinity’s existing agreement to manage the Company (the “Management Agreement”) and provide it with a chief executive officer. Mr. Coppola was an employee of a unit of Infinity. A copy of the Management Agreement was previously filed with the Securities and Exchange Commission (“SEC”) as Exhibit 10.17 to its Current Report on Form 8-K filed on June 4, 1999 and the amendment thereto was filed with the SEC as Annex A to the Company’s proxy statement on April 25, 2002.

     Mr. Hollander, 49, has served as a Class III director of the Company since September 22, 1999 and will serve as the Company’s interim President and Chief Executive Officer until Infinity and the Board of Directors (“Board”) complete their search for a permanent successor. Since January 2005, he has been the Chairman and Chief Executive Officer of Infinity, which, in addition to managing the Company as described above, is the largest holder of the Company’s common stock, holding, as of October 31, 2005, approximately 18.1% of the Company’s outstanding common shares as of October 31, 2005 through its subsidiary, Infinity Network, Inc. Prior to becoming Chairman and Chief Executive Officer of Infinity, Mr. Hollander served as President and Chief Operating Officer of Infinity from 2003 to 2005. He was the Company’s President and Chief Executive Officer from October 1998 to May 2003.

     In addition to the Management Agreement, the Company also enters into other transactions with Infinity in the normal course of business. Such transactions are more fully described in the Company’s filings with the SEC, including its proxy statement filed with the SEC on April 29, 2005 and its Annual Report on Form 10-K filed on March 16, 2005.

     (d)    On December 6, 2005, the Board appointed Class II director Albert Carnesale to serve on the Audit Committee of the Board. Mr. Carnesale also serves on the Nominating and Governance Committee of the Board.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits.

     The following is a list of the exhibits filed as a part of this Form 8-K:

Exhibit
No.	Description of Exhibit
99.1	Press Release, dated December 8, 2005, updating fourth quarter 2005 financial guidance.
99.2	Press Release, dated December 8, 2005, announcing the resignation of Shane Coppola as President and Chief Executive Officer, and as a director, of the Company and the appointment of Joel Hollander as interim President and Chief Executive Officer.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WESTWOOD ONE, INC.
Date: December 12, 2005	By:	/s/ David Hillman
		Name:	David Hillman
		Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Current Report on Form 8-K
dated December 6, 2005

Westwood One, Inc.

Exhibit
No.	Description of Exhibit
99.1	Press Release, dated December 8, 2005, updating fourth quarter 2005 financial guidance.
99.2	Press Release, dated December 8, 2005, announcing the resignation of Shane Coppola as President and Chief Executive Officer, and as a director, of the Company and the appointment of Joel Hollander as interim President and Chief Executive Officer.

EX-99.1 2 y15576exv99w1.htm EX-99.1: PRESS RELEASE

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE
CONTACT: ANDREW ZAREF
(212) 373-5311

WESTWOOD ONE UPDATES 2005 FINANCIAL GUIDANCE

Investor Call to be Held at 10:30 a.m. (ET) Today

     New York, NY — December 8, 2005 – Westwood One, Inc. (NYSE: WON) announced today that it is updating its fourth quarter 2005 financial guidance.

     The Company reported that the accelerated growth in advertising sales that occurred within the fourth quarter 2004 did not materialize as anticipated during the fourth quarter 2005. As a result, Westwood One expects fourth quarter 2005 revenues to decline by a percentage in the low single digits from last year’s fourth quarter results, with a corresponding mid to high single digit percentage decrease in operating income before depreciation and amortization. For the full year 2005, the Company expects a flat to low single digit percentage decline in revenues as compared to the 2004 results, and operating income before depreciation and amortization to decrease by a percentage in the low to mid single digits relative to 2004.

     Westwood One will conduct a teleconference call today at 10:30 a.m. ET. The call is open to the general public. The conference call dial-in number is (888) 428-4474 (reference: Westwood One Investor Call). Please call five minutes in advance to ensure that you will be connected prior to the presentation. A digitized replay of the call will be available beginning today at 12:15 p.m. ET and continuing through December 9th at 11:59 p.m. ET. The digitized replay number is 800-475-6701 (access code: 807172).

ABOUT WESTWOOD ONE

        .

     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 traffic information centers for * 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 5,000 radio stations. Westwood One is managed by Infinity Broadcasting Corporation, a wholly-owned subsidiary of Viacom Inc.

     Certain statements in this release, including those relating to the Company’s expected revenues and operating income before depreciation and amortization, 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 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 United States Securities and Exchange Commission. Except as otherwise stated in this news announcement, Westwood One does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

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EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE
CONTACT: ANDREW ZAREF
(212) 373-5311

WESTWOOD ONE UPDATES 2005 FINANCIAL GUIDANCE

Investor Call to be Held at 10:30 a.m. (ET) Today

     New York, NY — December 8, 2005 – Westwood One, Inc. (NYSE: WON) announced today that it is updating its fourth quarter 2005 financial guidance.

     The Company reported that the accelerated growth in advertising sales that occurred within the fourth quarter 2004 did not materialize as anticipated during the fourth quarter 2005. As a result, Westwood One expects fourth quarter 2005 revenues to decline by a percentage in the low single digits from last year’s fourth quarter results, with a corresponding mid to high single digit percentage decrease in operating income before depreciation and amortization. For the full year 2005, the Company expects a flat to low single digit percentage decline in revenues as compared to the 2004 results, and operating income before depreciation and amortization to decrease by a percentage in the low to mid single digits relative to 2004.

     Westwood One will conduct a teleconference call today at 10:30 a.m. ET. The call is open to the general public. The conference call dial-in number is (888) 428-4474 (reference: Westwood One Investor Call). Please call five minutes in advance to ensure that you will be connected prior to the presentation. A digitized replay of the call will be available beginning today at 12:15 p.m. ET and continuing through December 9th at 11:59 p.m. ET. The digitized replay number is 800-475-6701 (access code: 807172).

ABOUT WESTWOOD ONE

        .

     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 traffic information centers for * 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 5,000 radio stations. Westwood One is managed by Infinity Broadcasting Corporation, a wholly-owned subsidiary of Viacom Inc.

     Certain statements in this release, including those relating to the Company’s expected revenues and operating income before depreciation and amortization, 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 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 United States Securities and Exchange Commission. Except as otherwise stated in this news announcement, Westwood One does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

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EX-99.2

Exhibit 99.2

PRESS RELEASE

FOR IMMEDIATE RELEASE
CONTACT: SHERRY ROTHENBERG
(212) 641-2048

WESTWOOD ONE PRESIDENT AND CEO SHANE COPPOLA RESIGNS;
BOARD OF DIRECTORS NAMES JOEL HOLLANDER INTERIM CEO

     New York, NY — December 8, 2005 – Westwood One, Inc. (NYSE: WON) today announced that Shane Coppola is stepping down from his position as President and Chief Executive Officer of Westwood One effective today. Mr. Coppola, who is also resigning as a Director, will continue to serve as a consultant to the Company and its Board of Directors through June 2007. The Board of Directors of Westwood One has named the Chairman and Chief Executive Officer of Infinity Broadcasting Corporation, Joel Hollander, as interim President and CEO. A search for a permanent successor will begin immediately.

     Currently a director and formerly President and CEO of Westwood One (1998-2003), Mr. Hollander has served in his current executive role with Infinity since January 2005. He will continue to serve in this position with overall responsibility for Infinity’s 179 radio stations as well as oversight of the day-to-day operations of Infinity, a wholly-owned subsidiary of Viacom Inc. Previously, he was President and Chief Operating Officer of Infinity (2003-2005).

     “We thank Shane for his leadership and contributions to Westwood One over the past three years,” said Mr. Hollander. “He leaves a strong foundation upon which to build as we move forward with the Company’s vision and strategy for enhancing shareholder value.”

     Mr. Coppola, stated: “Although I am saddened to leave my colleagues at Westwood One, I feel the time is right for me to pursue other professional opportunities. I look forward to assisting Joel and the Board, with whom I continue to have an excellent working relationship, in helping Westwood One expand and build on its solid reputation as a preeminent content provider.”

ABOUT WESTWOOD ONE

        .

     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 traffic 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 5,000 radio stations. Westwood One 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. 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 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 United States Securities and Exchange Commission. Except as otherwise stated in this news announcement, Westwood One does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

2