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): October 2, 2008

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:

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))

Section 3 Securities and Trading Markets

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 2, 2008, Westwood One, Inc. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that the Company had fallen below the NYSE’s continued listing standard relating to total market capitalization and shareholders’ equity. Rule 802.02 of the NYSE’s Listed Company Manual requires that the Company have a minimum average market capitalization of $75 million over a consecutive 30-day trading period if total stockholders’ equity is less than $75 million. This notice is in addition to the notice relating to the Company’s failure to maintain a $1 minimum share price as disclosed in the Company’s Form 8-K filed with the SEC on September 18, 2008.

Under the NYSE rules, the Company has ten business days to notify the NYSE of its receipt of such notification and of its intention to submit a business plan within 45 days of its receipt of the NYSE notification as permitted by the NYSE rules. The Company will be notifying the NYSE of its receipt of such notice within such ten business day period and of its intention to submit a plan demonstrating how the Company will comply with the continued listing requirements within an 18-month period in accordance with the NYSE rules. The NYSE will review the plan and determine whether the Company’s common stock will continue to be eligible for trading on the NYSE or be subject to suspension and delisting. Under the NYSE rules, the Company’s common stock will continue to be listed on the NYSE, subject to the Company’s compliance with other NYSE continued listing requirements. Although the Company intends to cure its deficiency and to return to compliance with NYSE continued listing requirements, there can be no assurance that it will be able to do so.

A copy of the Press Release issued by the Company announcing the notification is included as an exhibit to and incorporated by reference in this Current Report on Form 8-K.

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 October 3, 2008, announcing the aforementioned notice from the New York Stock Exchange.

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: October 3, 2008	By:	/s/ David Hillman
		Name: David Hillman
		Title: Chief Administrative Officer; EVP, Business Affairs; General Counsel and Secretary

EXHIBIT INDEX

Current Report on Form 8-K
dated October 2, 2008

Westwood One, Inc.

Exhibit
No.	Description of Exhibit
99.1	Press Release, dated October 3, 2008, announcing the aforementioned notice from the New York Stock Exchange.

EX-99.1

Exhibit 99.1

P R E S S R E L E A S E

WESTWOOD ONE
STATEMENT REGARDING
NEW YORK STOCK EXCHANGE

New York, NY – October 3, 2008 – On October 2, 2008, Westwood One, Inc. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that the Company had fallen below the NYSE’s continued listing standard relating to total market capitalization and shareholders’ equity. Rule 802.02 of the NYSE’s Listed Company Manual requires that the Company have a minimum average market capitalization of $75 million over a consecutive 30-day trading period if total stockholders’ equity is less than $75 million.

Under the NYSE rules, the Company has ten business days to notify the NYSE of its receipt of such notification and of its intention to submit a business plan within 45 days of its receipt of the NYSE notification as permitted by the NYSE rules.  The Company will notify the NYSE in such ten business day period that it received such notice and that it intends to submit a plan within the requisite 45-day period demonstrating how the Company will comply with the continued listing requirements within the 18-month period required by the NYSE rules.  Under the NYSE rules, the Company’s common stock will continue to be listed on the NYSE, subject to the Company’s compliance with other NYSE continued listing requirements.  Although the Company intends to cure its deficiency and to return to compliance with NYSE continued listing requirements, there can be no assurance that it will be able to do so.

About Westwood One
Westwood One (NYSE: WON) is a platform-agnostic content company providing over 150 news, sports, music, talk, entertainment programs, features and live events to numerous media partners. Through its subsidiaries, Metro Networks/Shadow Broadcast Services, Westwood One provides local content to the radio and TV industries and to the Web. This content includes 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. For more information please visit www.westwoodone.com.

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: continued declines in revenue; our ability to raise additional capital or refinance our senior credit agreement; our ability to execute our growth strategy; trends in audience and inventory delivered by our affiliated radio stations, and competition in the media industry; changes in economic conditions in the U.S. and in other countries in which the Company currently does business (both generally and relative to the broadcasting and media industry); advertiser spending patterns; changes in the level of competition for advertising dollars; and fluctuations in programming costs. Other key risks are described in the Company’s reports filed with the SEC, including the Company’s annual report on Form 10-K/A for the year ending December 31, 2007. 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.

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MEDIA CONTACT:
Peter Sessa
212.641.2053
peter_sessa@westwoodone.com