-----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, DHX8bH1l4Ul+FzWEI2/41rivRl0qi0iCmAiffzNUoOva9DPbj+y2oYhgXgb5KJlb OQKMk70TA6J0y1whdBXQyA== 0000909518-99-000568.txt : 19990903 0000909518-99-000568.hdr.sgml : 19990903 ACCESSION NUMBER: 0000909518-99-000568 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990902 GROUP MEMBERS: CBS BROADCASTING INC. GROUP MEMBERS: CBS CORP GROUP MEMBERS: INFINITY BROADCASTING CORPORATION GROUP MEMBERS: INFINITY MEDIA CORPORATION GROUP MEMBERS: INFINITY NETWORK, INC. GROUP MEMBERS: WESTINGHOUSE CBS HOLDING COMPANY, INC. 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: 99705533 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: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 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 WGM DRAFT 09/01/99 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (Amendment No. 7) 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 & Deputy General Counsel CBS Corporation 51 West 52nd Street New York, New York 10019 (212) 975-4321 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 1999, April 30, 1999, June 1, 1999 and August 20, 1999 (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-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. 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, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section of the Exchange Act but shall be subject to all other provisions of the Exchange Act. (Continued on following pages) (Page 1 of 26 Pages) =============================================================================== 792473 v. 8 WGM DRAFT 09/01/99
- ----------------------------------------------------------- -------------------------------------------------------- CUSIP No. 961815107 13D Page 2 of 26 Pages - ----------------------------------------------------------- -------------------------------------------------------- - ---------------------- ------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: CBS CORPORATION (FORMERLY WESTINGHOUSE ELECTRIC CORPORATION) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Pennsylvannia - ---------------------- ------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: None SHARES ------------------- ------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 9,000,000 OWNED BY ------------------- ------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: None REPORTING ------------------- ------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 9,000,000 - ---------------------- ------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 9,000,000 - ---------------------- ------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 28.36% - ---------------------- ------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- -------------------------------------------------------------------------------------------------------
WGM DRAFT 09/01/99
- ----------------------------------------------------------- -------------------------------------------------------- CUSIP No. 961815107 13D Page 3 of 26 Pages - ----------------------------------------------------------- -------------------------------------------------------- - ---------------------- ------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: WESTINGHOUSE CBS HOLDING COMPANY, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 25-1776511 - ---------------------- ------------------------------------------------------------------------------------------------------- 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ---------------------- ------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: None SHARES ------------------- ------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 9,000,000 OWNED BY ------------------- ------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: None REPORTING ------------------- ------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 9,000,000 - ---------------------- ------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 9,000,000 - ---------------------- ------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 28.36% - ---------------------- ------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- -------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------- -------------------------------------------------------- CUSIP No. 961815107 13D Page 4 of 26 Pages - ----------------------------------------------------------- -------------------------------------------------------- - ---------------------- ------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: CBS BROADCASTING INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 13-0590730 - ---------------------- ------------------------------------------------------------------------------------------------------- 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York - ---------------------- ------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: None SHARES ------------------- ------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 9,000,000 OWNED BY ------------------- ------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: None REPORTING ------------------- ------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 9,000,000 - ---------------------- ------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 9,000,000 - ---------------------- ------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 28.36% - ---------------------- ------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- -------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------- -------------------------------------------------------- CUSIP No. 961815107 13D Page 5 of 26 Pages - ----------------------------------------------------------- -------------------------------------------------------- - ---------------------- ------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: INFINITY BROADCASTING CORPORATION S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 13-4030071 - ---------------------- ------------------------------------------------------------------------------------------------------- 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ---------------------- ------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 1,000,000 SHARES ------------------- ------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 8,000,000 OWNED BY ------------------- ------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 1,000,000 REPORTING ------------------- ------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,000,000 - ---------------------- ------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 9,000,000 - ---------------------- ------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 28.36% - ---------------------- ------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- -------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------- -------------------------------------------------------- CUSIP No. 961815107 13D Page 6 of 26 Pages - ----------------------------------------------------------- -------------------------------------------------------- - ---------------------- ------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: INFINITY MEDIA CORPORATION (FORMERLY INFINITY BROADCASTING CORPORATION) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ---------------------- ------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: None SHARES ------------------- ------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 8,000,000 OWNED BY ------------------- ------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: None REPORTING ------------------- ------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,000,000 - ---------------------- ------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 8,000,000 - ---------------------- ------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 28.03% - ---------------------- ------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- -------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------- -------------------------------------------------------- CUSIP No. 961815107 13D Page 7 of 26 Pages - ----------------------------------------------------------- -------------------------------------------------------- - ---------------------- ------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: INFINITY NETWORK, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 52-1859471 - ---------------------- ------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------- ------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: AF - ---------------------- ------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ---------------------- ------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 8,000,000 SHARES ------------------- ------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: None OWNED BY ------------------- ------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 8,000,000 REPORTING ------------------- ------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: None - ---------------------- ------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 8,000,000 - ---------------------- ------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ---------------------- ------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.03% - ---------------------- ------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- -------------------------------------------------------------------------------------------------------
CUSIP NO. 961815107 This Amendment No. 7 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, January 10, 1997 and February 19, 1998 (the "Schedule 13D"), by Infinity Network, Inc. ("INI") (an indirect wholly-owned subsidiary of Infinity Broadcasting Corporation ("Infinity Broadcasting"), an approximately 82% indirect subsidiary of CBS Corporation (formerly Westinghouse Electric Corporation) ("CBS")), Infinity Media Corporation (formerly known as Infinity Broadcasting Corporation) ("Infinity Media"), and 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. IDENTITY AND BACKGROUND. Item 2 is amended to report that INI is a direct wholly-owned subsidiary of Infinity Media. Infinity Media is a direct wholly-owned subsidiary of Infinity Broadcasting. Infinity Broadcasting is a direct approximately 82% subsidiary of CBS Broadcasting Inc. ("CBS Broadcasting"). CBS Broadcasting is a direct wholly-owned subsidiary of Westinghouse CBS Holding Company, Inc. ("CBS Holding"). CBS Holding is a direct wholly-owned subsidiary of CBS. CBS Holding, CBS Broadcasting and Infinity Broadcasting, all of which became indirect stockholders of Infinity Media and INI (with Infinity Broadcasting becoming the direct stockholder of Infinity Media) in December 1998 as part of a reorganization undertaken in connection with Infinity Broadcasting's initial public offering, have been added as filing persons for the Schedule 13D. Schedule I of Item 2 is amended by the attached Schedule I, which sets forth, (A) for each filing person, its state of organization, its principal business, the address of its principal business and the address of its principal office and (B) a list of the directors and executive officers of each filing person 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 Jan Leschly, a director of CBS 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, none of CBS, CBS Holding, CBS Broadcasting, Infinity Broadcasting, Infinity Media or INI, or, to the best knowledge of any such party, 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As described in Item 4 below, on August 20, 1999 INI exercised the 1994 Warrants (as defined in Item 4 below) and thereby acquired 3,000,000 shares of Common Stock from the Issuer at a price of $3 per share (or an aggregate of $9,000,000). The source of the funds used to make such purchase was Infinity Broadcasting. Infinity Broadcasting's source of funds was general working capital. 8 ITEM 4. PURPOSE OF TRANSACTION Item 4 is amended to report (i) the exercise by INI on August 20, 1999 of warrants (the "1994 Warrants") to purchase 3,000,000 shares of Common Stock at a price of $3.00 per share, (ii) the vesting of the First Management Warrant, as described in Item 5 below, and (iii) the Metro Merger Voting Agreement described below. On June 1, 1999, Infinity Broadcasting entered into a Parent Stockholder Voting Agreement, dated as of June 1, 1999 (the "Metro Merger Voting Agreement"), with Metro Networks, Inc. ("Metro") in connection with the Agreement and Plan of Merger, dated as of June 1, 1999 (the "Metro Merger Agreement"), among the Issuer, Copter Acquisition Corp. and Metro. Pursuant to the Metro Merger Voting Agreement, Infinity Broadcasting agreed with Metro that it would vote all shares of Common Stock beneficially owned by it (the "Shares") in favor of the issuance of shares of the Issuer to the stockholders of Metro in the merger contemplated by the Merger Agreement (the "Share Issuance"). In furtherance of such agreement, Infinity Broadcasting granted to and appointed Metro and each of Charles I. Bortnick and Shane E. Coppola, in their respective capacities as officers of Metro, and any individual who thereafter succeeded to any such officer of Metro, and any other designee of Metro, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote the Shares in favor of the Share Issuance. In addition, Infinity Broadcasting agreed that unless Metro received, prior to the record date for the meeting of stockholders of the Issuer to vote on the Share Issuance (which record date is the close of business on August 20, 1999 (the "Record Date")) irrevocable written commitments from stockholders of the Issuer or other evidence satisfactory to Metro that an adequate number of shares of Common Stock to approve the Share Issuance would be voted in favor of such approval, Infinity Broadcasting would, not later than the Record Date, exercise or cause to be exercised the warrants to purchase up to 3,000,000 shares of Common Stock. INI exercised the 1994 Warrants on August 20, 1999. The 1994 Warrants had been purchased by INI in 1994. INI acquired the shares pursuant to the exercise of the 1994 Warrants for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is amended to report (i) the termination of the Voting Agreement, dated as of February 3, 1994 (the "Voting Agreement"), by and among the Issuer, INI and Norman J. Pattiz ("Pattiz") and (ii) the vesting of Infinity Broadcasting's First Management Warrant, as hereinafter defined, to purchase 1,000,000 shares of Common Stock at a price of $20.00 per share. Termination of the Voting Agreement. Pursuant to the Voting Agreement, 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. Throughout the term of the Voting Agreement, for the purposes of calculating the percentage of Common Stock beneficially owned by INI, certain shares of Common Stock and Class B Stock beneficially owned by Pattiz (the "Pattiz Shares"), as well as the 1994 Warrants, were included in shares of Common Stock beneficially owned by INI. The terms of the Voting Agreement provided that such agreement would terminate upon the earlier of (i) February 3, 2004 or (ii) the termination of the Management Agreement, dated as of February 3, 1994 and amended as of December 16, 1996 and March 31, 1997 (the "Original Management Agreement"). The Original Management Agreement terminated pursuant to its terms on March 30, 1999 and, 9 accordingly, the Voting Agreement also terminated on such date. Therefore, after March 30, 1999, INI no longer shared voting power with respect to the Pattiz Shares. Management Warrants. On June 1, 1999, as additional compensation to Infinity Broadcasting under the Management Agreement, dated as of March 30, 1999, by and between the Issuer and Infinity Broadcasting (the "Management Agreement"), the Issuer issued to Infinity Broadcasting two warrants (the "Management Warrants"), each dated as of March 30, 1999, to purchase up to an aggregate of 2,000,000 shares of Common Stock exercisable as follows: (i) an aggregate of 1,000,000 shares of Common Stock at a price of $20.00 per share if the Common Stock reaches a price per share of at least $30.00 on at least twenty (20) out of thirty (30) consecutive days during which the national securities exchanges are open for trading (the "First Management Warrant") and (ii) an aggregate of 1,000,000 shares of Common Stock at a price of $25.00 per share if the Common Stock reaches a price per share of at least $40.00 on at least twenty (20) out of thirty (30) consecutive days during which the national securities exchanges are open for trading (the "Second Management Warrant"). On April 30, 1999, the Common Stock reached a price of at least $30.00 per share on at least 20 out of 30 consecutive days during which the national securities exchanges were open for trading, and, accordingly, the First Management Warrant vested. The Management Warrants may be exercised at any time prior to the close of business on March 31, 2009, after which time such Warrants will terminate. Item 5 is further amended to report that, (a) effective March 31, 1999, the filing persons beneficially owned an aggregate of 8,000,000 shares of Common Stock and (b) effective April 30, 1999 (i) CBS, CBS Holding and CBS Broadcasting indirectly beneficially owned an aggregate of 9,000,000 shares of Common Stock, (ii) Infinity Broadcasting beneficially owned an aggregate of 1,000,000 shares (directly) and 8,000,000 shares (indirectly) of Common Stock, (iii) Infinity Media indirectly beneficially owned an aggregate of 8,000,000 shares of Common Stock and (iv) INI directly beneficially owned an aggregate of 8,000,000 shares of Common Stock. As previously reported, the filing persons are aware that certain executive officers and directors of the filing persons own Common Stock of Westwood and/or hold options to acquire Common Stock of the Issuer. Item 5 is further amended to report that as of the date of this filing, these executive officers and directors beneficially owned 1,178,149 shares of Common Stock. Based on the 30,735,035 shares of Common Stock outstanding as of August 20, 1999, as reported by the Issuer in its Registration Statement on Form S-4 (File No. 333-85609) filed with the Securities and Exchange Commission on August 20, 1999, CBS, CBS Holding, CBS Broadcasting and Infinity Broadcasting each were the beneficial owners of approximately 28.4%, and Infinity Media and INI each were the beneficial owners of approximately 26%, of the outstanding shares of Common Stock. INI has sole power to vote and to dispose or to direct the disposition of 8,000,000 shares of Common Stock. Infinity Media has shared power to vote and to dispose or to direct the disposition of 8,000,000 shares of Common Stock. Infinity Broadcasting has sole power to vote and to dispose or to direct the disposition of 1,000,000 shares of Common Stock and shared power to vote and to dispose or to direct the disposition of 8,000,000 shares of Common Stock. Each of CBS, CBS Holding and CBS Broadcasting has shared power to vote and to dispose or to direct the disposition of 9,000,000 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 10 by the filing persons or, to the best of the filing persons' knowledge, by any person identified in Schedule I hereto. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended to report (i) the execution of the Metro Merger Voting Agreement, as described in Item 4 above and (ii) the termination of the Voting Agreement, as described in Item 5 above under "Termination of the Voting Agreement." The description of the Metro Merger Voting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement attached hereto as Exhibit 1. Reference is made to the description of the Management Warrants in Item 5 above. The description of the Management Warrants set forth in Item 5 does not purport to be complete and is qualified in its entirety by reference to the Management Warrants attached hereto as Exhibits 2 and 3. Item 6 is further amended to report that on June 1, 1999 Infinity Broadcasting and the Issuer entered into a Registration Rights Agreement, dated as of March 30, 1999 (the "Registration Rights Agreement"), to provide certain registration rights and impose certain contractual restrictions on the transfer of the Management Warrants and all shares of Common Stock which Infinity Broadcasting has the right to acquire under the Management Warrants (collectively, the "Registrable Securities"). Subject to compliance with applicable securities laws, Infinity Broadcasting may transfer either Management Warrant, or any portion thereof, (a) to a wholly-owned subsidiary of Infinity Broadcasting or (b) to the extent the right to acquire shares of Common Stock thereunder has vested to any other person or entity that agrees in writing to the restrictions on transfer described below. In addition to any transfer restrictions imposed by applicable securities laws, the Registration Rights Agreement imposes the following restrictions on Infinity Broadcasting's ability to transfer the Registrable Securities: (i) Infinity Broadcasting may not transfer any Registrable Securities until March 30, 2000, (ii) if the Issuer terminates the Management Agreement as a result of certain bankruptcy events with respect to Infinity Broadcasting there will be no further restriction on transfer thereafter other than under clause (i) above, (iii) if Infinity Broadcasting terminates the Management Agreement or if the Issuer terminates the Management Agreement with or without cause, Infinity Broadcasting may transfer the Registrable Securities it would be eligible to transfer under clause (iv) below, and may also transfer all other Registrable Securities upon the earlier of (x) one year following the termination, and (y) March 30, 2004, and (iv) if the Management Agreement has not been terminated, Infinity Broadcasting may sell 25% of the number of Registrable Securities then held by it (including any Registrable Securities which could then be acquired upon the exercise of the Management Warrants) on March 30, 2001, which number will be increased by 25% on March 30 of each following year so that 100% of the Registrable Securities may be transferred without contractual restrictions on March 30, 2004. The Registration Rights Agreement will terminate upon the earlier of the mutual consent of the Issuer and Infinity Broadcasting or when Infinity Broadcasting ceases to own or have rights to acquire the Registrable Securities. 11 The description of the Registration Rights Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement attached hereto as Exhibit 4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Parent Stockholder Voting Agreement, dated as of June 1, 1999, between Metro Networks, Inc. and Infinity Broadcasting Corporation. 2. First Management Warrant, dated as of March 30, 1999, by the Issuer in favor of Infinity Broadcasting Corporation. 3. Second Management Warrant, dated as of March 30, 1999, by the Issuer in favor of Infinity Broadcasting Corporation. 4. Registration Rights Agreement, dated as of March 30, 1999, between the Issuer and Infinity Broadcasting Corporation. Any information previously included in the Schedule 13D, as amended, and not revised or modified as described in this Amendment No. 7, remains unchanged. 12 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 7 is true, complete and correct. Date: August ___, 1999 CBS CORPORATION By: /s/ Angeline C. Straka ---------------------------------- Angeline C. Straka Vice President and Secretary WESTINGHOUSE CBS HOLDING COMPANY, INC. By: /s/ Angeline C. Straka ---------------------------------- Angeline C. Straka Vice President and Secretary CBS BROADCASTING INC. By: /s/ Angeline C. Straka ---------------------------------- Angeline C. Straka Vice President and Secretary INFINITY BROADCASTING CORPORATION By: /s/ Angeline C. Straka ---------------------------------- Angeline C. Straka Vice President and Secretary INFINITY MEDIA CORPORATION By: /s/ Angeline C. Straka ---------------------------------- Angeline C. Straka Vice President and Secretary INFINITY NETWORK, INC. By: /s/ Angeline C. Straka ---------------------------------- Angeline C. Straka Vice President and Secretary 13 WGM DRAFT 09/01/99 SCHEDULE I PART A INFORMATION REGARDING FILING PERSONS
- ---------------------------------------------------------------------------- ------------------------------------------------------ FILING PERSON, STATE OF ORGANIZATION AND PRINCIPAL BUSINESS ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL OFFICE - ---------------------------------------------------------------------------- ------------------------------------------------------ CBS Corporation 51 West 52nd Street Pennsylvania New York, NY 10019 Television and radio broadcasting; cable programming - ---------------------------------------------------------------------------- ------------------------------------------------------ Westinghouse CBS Holding Company, Inc. 51 West 52nd Street Delaware New York, NY 10019 Television and radio broadcasting; cable programming - ---------------------------------------------------------------------------- ------------------------------------------------------ CBS Broadcasting Inc. 51 West 52nd Street New York New York, NY 10019 Television and radio broadcasting; cable programming - ---------------------------------------------------------------------------- ------------------------------------------------------ Infinity Broadcasting Corporation 40 West 57th Street Delaware New York, NY 10019 Radio broadcasting and outdoor advertising - ---------------------------------------------------------------------------- ------------------------------------------------------ Infinity Media Corporation 40 West 57th Street Delaware New York, NY 10019 Radio broadcasting and outdoor advertising - ---------------------------------------------------------------------------- ------------------------------------------------------ Infinity Network, Inc. 40 West 57th Street Delaware New York, NY 10019 Radio broadcasting - ---------------------------------------------------------------------------- ------------------------------------------------------
I-1 PART B I. CBS CORPORATION NAME, BUSINESS ADDRESS, AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS CORPORATION DIRECTORS OF CBS
- ---------------------------------------------------------------------------- ------------------------------------------------------ NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ---------------------------------------------------------------------------- ------------------------------------------------------ George H. Conrades Chairman and CEO AKAMAI Technologies AKAMAI Technologies 201 Broadway 201 Broadway Cambridge, MA 02139 Cambridge, MA 02139 - ---------------------------------------------------------------------------- ------------------------------------------------------ Martin C. Dickinson Retired Senior Vice President P.O. Box 7078 Scripps Bank Rancho Santa Fe, CA 92067 P.O. Box 7078 Rancho Santa Fe, CA 92067 - ---------------------------------------------------------------------------- ------------------------------------------------------ William H. Gray, III President and Chief Executive Officer The College Fund/UNCF The College Fund/UNCF 8260 Willow Oaks Corporate Drive 8260 Willow Oaks Corporate Drive P.O. Box 10444 P.O. Box 10444 Fairfax, VA 22031 Fairfax, VA 22031 - ---------------------------------------------------------------------------- ------------------------------------------------------ Mel Karmazin President and Chief Executive Officer CBS Corporation CBS Corporation 51 W. 52nd Street Chairman, President, and Chief Executive Officer New York, NY 10019 Infinity Broadcasting Corporation 51 West 52nd Street New York, NY 10019 - ---------------------------------------------------------------------------- ------------------------------------------------------ Jan Leschly Chief Executive SmithKline Beecham SmithKline Beecham P.O. Box 7929 P.O. Box 7929 Philadelphia, PA 19101 Philadelphia, PA 19101 - ---------------------------------------------------------------------------- ------------------------------------------------------ David T. McLaughlin Chairman, CBS Corporation The Gallery - Suite 205 Chairman and Chief Executive Officer 46 Newport Road Orion Safety Products New London, NH 03257 P.O. Box 1047 Easton, MD 21601 - ---------------------------------------------------------------------------- ------------------------------------------------------
I-2
- ---------------------------------------------------------------------------- ------------------------------------------------------ Leslie Moonves Executive Vice President CBS Corporation CBS Corporation; 7800 Beverly Boulevard President and Chief Executive Officer Los Angeles, CA 90036 CBS Television 7800 Beverly Boulevard Los Angeles, CA 90036 - ---------------------------------------------------------------------------- ------------------------------------------------------ Richard R. Pivirotto President Richard R. Pivirotto Co., Inc. Richard R. Pivirotto Co., Inc. 111 Clapboard Ridge Rd. 111 Clapboard Ridge Rd. Greenwich, CT 06830 Greenwich, CT 06830 - ---------------------------------------------------------------------------- ------------------------------------------------------ Raymond W. Smith Chairman Rothschild North America Inc. Rothschild North America Inc. 1251 Avenue of the Americas 1251 Avenue of the Americas New York, NY 10020 New York, NY 10020 - ---------------------------------------------------------------------------- ------------------------------------------------------ Paula Stern President The Stern Group, Inc. The Stern Group, Inc. 3314 Ross Place NW 3314 Ross Place NW Washington, DC 20008 Washington, DC 20008 - ---------------------------------------------------------------------------- ------------------------------------------------------ Robert D. Walter Chairman and Chief Executive Officer Cardinal Health, Inc. Cardinal Health, Inc. 7000 Cardinal Place 7000 Cardinal Place Dublin, OH 43017 Dublin, OH 43017 - ---------------------------------------------------------------------------- ------------------------------------------------------
I-3 EXECUTIVE OFFICERS OF CBS
- ---------------------------------------------------------------------------- ------------------------------------------------------ NAME, TITLE AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ---------------------------------------------------------------------------- ------------------------------------------------------ Mel Karmazin, President and Chief Executive Officer President and Chief Executive Officer CBS Corporation, and CBS Corporation Chairman, President and Chief Executive Officer 51 West 52nd Street Infinity Broadcasting Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 - ---------------------------------------------------------------------------- ------------------------------------------------------ Louis J. Briskman, Executive Vice President and General Counsel Executive Vice President and General Counsel CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 - ---------------------------------------------------------------------------- ------------------------------------------------------ Robert G. Freedline, Vice President and Controller Vice President and Controller CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 - ---------------------------------------------------------------------------- ------------------------------------------------------ Leslie Moonves, Executive Vice President, Executive Vice President CBS Corporation; CBS Corporation President and Chief Executive Officer, 7800 Beverly Boulevard CBS Television Los Angeles, CA 90036 7800 Beverly Boulevard Los Angeles, CA 90036 - ---------------------------------------------------------------------------- ------------------------------------------------------ Fredric G. Reynolds, Executive Vice President and Chief Financial Officer Executive Vice President and Chief Financial Officer CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 - ---------------------------------------------------------------------------- ------------------------------------------------------ Farid Suleman, Vice President and Treasurer Vice President and Treasurer CBS Corporation, and CBS Corporation Executive Vice President, Chief Financial Officer and 40 West 57th Street Treasurer Infinity Broadcasting Corporation New York, NY 10019 40 West 57th Street New York, NY 10019 - ---------------------------------------------------------------------------- ------------------------------------------------------
I-4 II. WESTINGHOUSE CBS HOLDING COMPANY, INC. NAME, BUSINESS ADDRESS, AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF WESTINGHOUSE CBS HOLDING COMPANY, INC. DIRECTORS OF WESTINGHOUSE CBS HOLDING COMPANY, INC.
- ---------------------------------------------------------------------------- ----------------------------------------------------- NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ---------------------------------------------------------------------------- ----------------------------------------------------- Mel Karmazin Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ----------------------------------------------------- Louis J. Briskman Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ----------------------------------------------------- Fredric G. Reynolds Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- -----------------------------------------------------
I-5 EXECUTIVE OFFICERS OF WESTINGHOUSE CBS HOLDING COMPANY, INC.
- ---------------------------------------------------------------------------- ------------------------------------------------------ NAME, TITLE AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ---------------------------------------------------------------------------- ------------------------------------------------------ Mel Karmazin, Same as Schedule I(B)(I) Chairman and Chief Executive Officer Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Louis J. Briskman, Same as Schedule I(B)(I) Executive Vice President and General Counsel Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Fredric G. Reynolds, Same as Schedule I(B)(I) Executive Vice President and Chief Financial Officer Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Leslie Moonves, Same as Schedule I(B)(I) Executive Vice President Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------
I-6 III. CBS BROADCASTING INC. NAME, BUSINESS ADDRESS, AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS BROADCASTING INC.
- ---------------------------------------------------------------------------- ----------------------------------------------------- NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ---------------------------------------------------------------------------- ----------------------------------------------------- Mel Karmazin Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ----------------------------------------------------- Louis J. Briskman Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ----------------------------------------------------- Fredric G. Reynolds Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- -----------------------------------------------------
I-7 EXECUTIVE OFFICERS OF CBS BROADCASTING INC.
- ---------------------------------------------------------------------------- ------------------------------------------------------ NAME, TITLE AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ---------------------------------------------------------------------------- ------------------------------------------------------ Mel Karmazin, Same as Schedule I(B)(I) Chairman and Chief Executive Officer Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Louis J. Briskman, Same as Schedule I(B)(I) Executive Vice President and General Counsel Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Leslie Moonves, Same as Schedule I(B)(I) Executive Vice President Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Fredric G. Reynolds, Same as Schedule I(B)(I) Executive Vice President and Chief Financial Officer Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------
I-8 IV. INFINITY BROADCASTING CORPORATION NAME, BUSINESS ADDRESS, AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF INFINITY BROADCASTING CORPORATION DIRECTORS OF INFINITY BROADCASTING CORPORATION
- ---------------------------------------------------------------------------- ------------------------------------------------------ NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ---------------------------------------------------------------------------- ------------------------------------------------------ Mel Karmazin Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Farid Suleman Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ George H. Conrades Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Robert D. Walter Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Paula Stern Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Richard R. Pivirotto Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Jeffrey Sherman President and Chief Operating Officer Bloomingdale's Inc. Bloomingdale's Inc. 1000 Third Avenue 1000 Third Avenue New York, N.Y. 10022 New York, N.Y. 10022 - ---------------------------------------------------------------------------- ------------------------------------------------------
I-9 EXECUTIVE OFFICERS OF INFINITY BROADCASTING CORPORATION
- ---------------------------------------------------------------------------- ------------------------------------------------------ NAME, TITLE AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ---------------------------------------------------------------------------- ------------------------------------------------------ Mel Karmazin, Same as Schedule I(B)(I) Chairman, President and Chief Executive Officer Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Farid Suleman, Same as Schedule I(B)(I) Executive Vice President, Chief Financial Officer and Treasurer Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Daniel R. Mason, Executive Vice President of Infinity Broadcasting Executive Vice President, Corporation and President, Infinity Infinity Broadcasting, and Radio Group President, c/o First Media Corporation Infinity Radio Group 10220 River Road c/o First Media Corporation Potomac, Maryland 20854 10220 River Road Potomac, Maryland 20854 - ---------------------------------------------------------------------------- ------------------------------------------------------ William M. Apfelbaum, President and Chief Executive Officer, President and Chief Executive Officer TDI Worldwide, Inc. TDI Worldwide, Inc. 275 Madison Avenue, 8th Floor 275 Madison Avenue, 8th Floor New York, NY 10016 New York, NY 10016 - ---------------------------------------------------------------------------- ------------------------------------------------------
I-10 V. INFINITY MEDIA CORPORATION NAME, BUSINESS ADDRESS, AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF INFINITY MEDIA CORPORATION DIRECTORS OF INFINITY MEDIA CORPORATION
- ---------------------------------------------------------------------------- ------------------------------------------------------ NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ---------------------------------------------------------------------------- ------------------------------------------------------ Mel Karmazin Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Farid Suleman Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------
EXECUTIVE OFFICERS OF INFINITY MEDIA CORPORATION
- ---------------------------------------------------------------------------- ------------------------------------------------------ NAME, TITLE AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ---------------------------------------------------------------------------- ------------------------------------------------------ Mel Karmazin, Same as Schedule I(B)(I) Chairman, President and Chief Executive Officer Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Farid Suleman, Same as Schedule I(B)(I) Executive Vice President, Chief Financial Officer and Treasurer Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------
I-11 VI. INFINITY NETWORK, INC. NAME, BUSINESS ADDRESS, AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF INFINITY NETWORK INC. DIRECTORS OF INFINITY NETWORK, INC.
- ---------------------------------------------------------------------------- ------------------------------------------------------ NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ---------------------------------------------------------------------------- ------------------------------------------------------ Mel Karmazin Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Farid Suleman Same as Schedule I(B)(I) Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------
EXECUTIVE OFFICERS OF INFINITY NETWORK, INC.
- ---------------------------------------------------------------------------- ------------------------------------------------------ NAME, TITLE AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ---------------------------------------------------------------------------- ------------------------------------------------------ Mel Karmazin, Same as Schedule I(B)(I) Chairman, President and Chief Executive Officer Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------ Farid Suleman, Same as Schedule I(B)(I) Executive Vice President, Chief Financial Officer and Treasurer Same as Schedule I(B)(I) - ---------------------------------------------------------------------------- ------------------------------------------------------
EXHIBITS 1. Parent Stockholder Voting Agreement, dated as of June 1, 1999, between Metro Networks, Inc. and Infinity Broadcasting Corporation. 2. First Management Warrant, dated as of March 30, 1999, by the Issuer in favor of Infinity Broadcasting Corporation. 3. Second Management Warrant, dated as of March 30, 1999, by the Issuer in favor of Infinity Broadcasting Corporation. 4. Registration Rights Agreement, dated as of March 30, 1999, between the Issuer and Infinity Broadcasting Corporation. I-13 EX-99 2 PARENT STOCKHOLDER VOTING AGREEMENT ----------------------------------- PARENT STOCKHOLDER VOTING AGREEMENT, dated as of June 1, 1999 (this "Agreement"), by and among METRO NETWORKS, INC., a Delaware corporation (the "Company"), and INFINITY BROADCASTING CORPORATION, a Delaware corporation (the "Stockholder"). WHEREAS, concurrently herewith, the Company, Copter Acquisition Corp., a Delaware corporation ("Merger Sub"), and Westwood One, Inc. a Delaware corporation ("Parent"), are entering into an Agreement and Plan of Merger (the "Merger Agreement"; capitalized terms used without definition herein having the meanings ascribed thereto in the Merger Agreement); WHEREAS, among other things, the Merger Agreement provides for the merger (the "Merger") of Merger Sub into the Company, and the Share Issuance pursuant thereto; WHEREAS, the Stockholder is the record and beneficial owner of the number of shares ("Shares") of each class of capital stock of Parent entitled to vote ("Voting Stock") set forth opposite its name in Schedule I hereto; WHEREAS, approval of the Share Issuance by Parent's stockholders is required in order to consummate the Merger; WHEREAS, the Board of Directors of Parent has, prior to the execution of this Agreement, duly and validly approved and adopted the Merger Agreement and the Share Issuance, and has resolved and agreed to recommend to its stockholders that they approve the Share Issuance, and such approval, adoption and recommendation has not been withdrawn; WHEREAS, the Stockholder is executing this Agreement (i) as an inducement to the Company to enter into and execute the Merger Agreement and (ii) in reliance upon the representations, warranties, agreements and covenants of the Company set forth in the Merger Agreement; and WHEREAS, certain holders of shares of the Company capital stock are concurrently executing the Company Stockholder Voting Agreement agreeing to vote for the Merger Agreement as an inducement to Parent to enter into and execute the Merger Agreement. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: Section 1. Agreement to Vote. The Stockholder agrees that, during the term of this Agreement, such Stockholder shall, from time to time, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of Parent, however called, or in connection with any written consent of the holders of any of the Voting Stock, in either case, prior to the earlier of the Effective Time and the termination of this Agreement, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum, and such Stockholder shall vote or consent (or cause to be voted or consented), in person or by proxy, all Shares, and any other voting securities of Parent (whether acquired heretofore or hereafter), that are beneficially owned by such Stockholder or its wholly-owned Affiliates or as to which such Stockholder has, directly or indirectly, the right to vote or direct the voting, in favor of the approval and adoption of the Share Issuance. The Stockholder agrees, during the period commencing on the date hereof and ending on the earlier of the Effective Time and the termination of this Agreement, not to, and not to permit any of its wholly-owned Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote of Parent, if such consent or vote by the stockholders of Parent would be inconsistent with or frustrate the purposes or terms of this Agreement or the Merger Agreement. In furtherance and not in limitation of the foregoing, the Stockholder hereby grants to, and appoints, the Company and each of Charles I. Bortnick and Shane E. Coppola, in their respective capacities as officers of the Company, and any individual who shall hereafter succeed to any such officer of the Company, and any other designee of the Company, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote the Shares as indicated in this Section 1. The Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. The Stockholder hereby revokes any and all previous proxies with respect to its Shares or any other voting securities of Parent that may relate to the voting of its Voting Stock in accordance with the provisions of this Section 1. Section 2. Exercise of Warrants. Not later than the second business day immediately prior to the date established by the Parent Board as the record date (the "Record Date") for the Parent Stockholders Meeting, the Stockholder shall confer with the Company with respect to the anticipated voting of shares of Parent Common Stock with respect to the Share Issuance. If the Company has not received irrevocable written commitments from stockholders or other evidence satisfactory to the Company that an adequate number of shares of Parent Common Stock to approve the Share Issuance at the Parent Stockholders Meeting, the Company shall so advise the Stockholders in writing not later than the first business day prior to the Record Date and the Stockholder shall, not later than the Record Date, exercise such number of warrants to acquire Parent Common Stock equal to the lesser of (a) such number as shall be reasonably requested by the Company, in its good faith judgment, in order to make it reasonably likely that the Parent Requisite Vote will be obtained and (b) the excess of 3 million minus the number of shares of Parent Common Stock acquired by the Stockholder or its affiliates between the date hereof and the day immediately preceding the Record Date. The provisions of this Section 2 shall automatically be of no further force or effect if holders of shares of Parent Common Stock or Parent Class B Stock enter into one or more voting agreements in favor of the Company substantially to the effect of this Agreement (other than this Section 2) such that the aggregate number of votes represented by such agreements and this Agreement is adequate to achieve the Parent Requisite Vote. Section 3. Restriction on Transfer, Proxies and Non-Interference. Except as contemplated by this Agreement, the Stockholder agrees not to, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect, or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations pursuant to this Agreement or the Company's obligations under the Merger Agreement. Section 4. Further Assurances. Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of its obligations under this Agreement. Section 5. Representations and Warranties of the Company. The Company represents and warrants to the Stockholder as follows: (a) This Agreement has been approved by the Board of Directors of the Company, representing all necessary corporate action on the part of the Company for the execution and performance hereof and thereof by the Company (no action by the stockholders of the Company being required). (b) This Agreement has been duly executed and delivered by a duly authorized officer of the Company. (c) This Agreement constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (d) The execution and delivery of this Agreement by the Company does not violate or breach, and will not give rise to any violation or breach, of the Company's charter or bylaws, or, except as will not materially impair its ability to effectuate, carry out or comply with all of the terms of this Agreement or the Merger Agreement, any Law, Governmental Entity approval or contract by which the Company or its subsidiaries or their respective assets or properties may be bound. Section 6. Representations and Warranties of the Stockholders. The Stockholder represents and warrants to the Company as follows: (a) Schedule I sets forth, opposite the Stockholder's name, the number and type of Shares of which such Stockholder is the record or beneficial owner and the number of votes per share that the Stockholder is entitled to with respect to the Merger Agreement. The Stockholder is the lawful owner of such Shares, free and clear of all liens, charges, options, rights, encumbrances, stockholders agreements, voting agreements, agreements to transfer or otherwise dispose of such Shares and commitments of every kind, other than this Agreement and as disclosed in Schedule II and has the sole power to vote (or cause to be voted) the Shares as set forth in this Agreement. Except as set forth on such Schedule I, neither the Stockholder nor any of its Affiliates owns or holds any rights to acquire any additional shares of any class of Voting Stock or other securities of Parent or any interest therein or any voting rights with respect to any additional shares of Voting Stock or any other securities of Parent. (b) This Agreement has been duly executed and delivered by a duly authorized officer of the Stockholder. (c) This Agreement constitutes the valid and binding agreement of the Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by the Stockholder does not violate or breach, and will not give rise to any violation or breach, of such Stockholder's charter, by-laws, trust instrument or partnership agreement, to the extent applicable or, except as will not materially impair the ability of such Stockholder to effectuate, carry out or comply with all of the terms of this Agreement, any Law, third party consent, approval, filing, registration or similar requirement of any Governmental Entity or any agreement or contract by which such Stockholder or its assets or properties may be bound. Section 7. Effectiveness and Termination. In the event the Merger Agreement is terminated in accordance with its terms or immediately upon the Effective Time, this Agreement shall automatically terminate and be of no further force or effect. Upon such termination, except for any rights any party may have in respect of any breach by any other party of its obligations hereunder, none of the parties hereto shall have any further obligation or liability hereunder. This Agreement shall continue in full force and effect despite any amendment or other modification of, or any consent or waiver under, the Merger Agreement; provided, however, (A) that any amendment by the parties to the Merger Agreement to (x) the Exchange Ratio or the Merger Consideration (each as defined in Section 2.1(b) of the Merger Agreement), or (y) Article 7 of the Merger Agreement entitled "Termination; Amendment; Waiver" or (B) the waiver on or prior to the Closing Date by Parent of any material condition precedent set forth in Article 6 of the Merger Agreement, shall require the written consent of the Stockholder, failing which this Agreement may be terminated in writing by the Stockholder. In any event, if the Effective Time shall not have occurred on or before the Termination Date, this Agreement may be terminated in writing by the Stockholder and it shall be of no further force or effect as to such Stockholder. Section 8. Voting Agreement. Stockholder agrees that it shall enter into a voting agreement with David Saperstein at the Effective Time pursuant to which the Stockholder shall agree, subject to any applicable laws or regulations of the exchange where the Company's securities are listed, to vote all shares of capital stock of the Company entitled to vote at meetings of the stockholders of the Company for the election of David Saperstein's designees to the Company's Board of Directors, to the extent such designees have been nominated by the Board of Directors or a committee thereof, for election at such meeting. Section 9. Reasonable Best Efforts. To the extent consistent with applicable law, Stockholder agrees to use its reasonable best efforts to cooperate with Parent to cause the Share Issuance to be approved by the stockholders of Parent. Section 10. Miscellaneous. (a) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by cable, telegram, confirmed facsimile or telex, or by first class mail (postage prepaid, return receipt requested), to the other party as follows: if to the Company, to Metro Networks, Inc. 681 Fifth Avenue New York, New York 10022 Attention: Gary Worobow Facsimile: (212) 750-5393 with a copy to: Paul, Hastings, Janofsky & Walker, LLP 399 Park Avenue New York, New York Attention: Neil A. Torpey, Esq. Facsimile: (212) 319-4090 if to Stockholder, to Infinity Broadcasting Corporation 40 West 57th Street New York, New York 10019 Attention: Farid Suleman Facsimile: (212) 314-9336 with a copy to Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153-0119 Attention: Howard Chatzinoff, Esq. Facsimile: (212) 310-8007 or to such other address as the person to whom notice is given may have previously furnished to the other in writing in the manner set forth above. (b) Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. (c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. (d) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (e) Waiver of Jury Trial. Each party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement. (f) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to contracts made, executed, delivered and performed wholly within such state and, in any case, without regard to the principles of conflicts of laws of such state. (g) Severability. If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. (h) Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other parties hereto and the written undertaking of the assignee to be bound by the terms of this Agreement, and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. (i) Submission to Jurisdiction; Waivers. Each of the Company and the Stockholder irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the Chancery or other Courts of the State of Delaware, and each of the Company and the Stockholder hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the Company and the Stockholder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10(i), (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (j) Specific Performance. The parties hereto acknowledge that irreparable damage would result if this Agreement were not specifically enforced, and they therefore consent that the rights and obligations of the parties under this Agreement may be enforced by a decree of specific performance issued by a court of competent jurisdiction. Such remedy shall, however, not be exclusive and, shall be in addition to any other remedies which any party may have under this Agreement or otherwise. (k) Expenses. Each of the Company and the Stockholder shall bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby. (l) Action in Stockholder Capacity Only. The Stockholder makes no agreement or understanding herein as a director or officer of Parent or in any capacity other than as a stockholder of Parent. The Stockholder signs solely in its capacity as a record holder and beneficial owner of Shares and nothing herein shall limit or affect any actions taken by a representative of such Stockholder in such representative's capacity as an officer or director of Parent. [SIGNATURES BEGIN ON NEXT PAGE] SIGNATURE PAGE TO PARENT STOCKHOLDER VOTING AGREEMENT IN WITNESS WHEREOF, the parties have duly executed this Parent Stockholder Voting Agreement as of the date first above written. METRO NETWORKS, INC. By: /s/ -------------------------------------- Name: Title: INFINITY BROADCASTING CORPORATION By: /s/ -------------------------------------- Name: Title: Schedule I ---------- Ownership of Voting Stock -------------------------
Name and Address Class and Series Number of Shares Number of of Stockholder of Voting Stock Owned Votes per Share - -------------- --------------- --------------- --------------- Infinity Broadcasting common stock 8,000,0001 1 Corporation 40 West 57th Street New York, New York 10019 - -------- 1 Includes 3,000,000 shares issuable upon the exercise of warrants to purchase Voting Stock if required pursuant to Section 2 of this Agreement.
Schedule II ----------- Liens on Shares None EX-99 3 FIRST MANAGEMENT WARRANT EXECUTION COPY -------------- Warrant to Purchase 1,000,000 Shares of Common Stock at $20.00 per Share INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE WESTWOOD ONE, INC. --------------------------------- THE SECURITIES EVIDENCED BY THIS WARRANT OR ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE ENCUMBERED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. WESTWOOD ONE, INC., a Delaware corporation (the "Company"), certifies that, for value received, Infinity Broadcasting Corporation, a Delaware corporation ("Infinity"), or a designated affiliated entity (collectively, the "Holder"), is entitled to purchase, until the close of business on the Termination Date (as defined in the next sentence), One Million (1,000,000) shares of Common Stock, par value $0.01 per share, of the Company, at a price of $20.00 per share; subject, however, to the provisions and upon the terms and conditions hereinafter set forth. "Termination Date" shall mean March 31, 2009. 1. Exercisability of Warrant. This Warrant shall become exercisable only if the Market Price (as defined below) per share of Common Stock, par value $0.01 per share, of the Company is at least $30.00 on at least twenty (20) out of thirty (30) consecutive days during which the national securities exchanges are open for trading. 2. Method of Exercise; Payment; Issuance of New Warrant. (a) This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, properly endorsed, to the Company at its principal office at 9540 Washington Boulevard, Culver City, California 90232, Attention: Secretary, and by (i) the payment to the Company of the then applicable Warrant Price of the Common Stock being purchased ("Warrant Price" shall mean the price specified in the first paragraph of this Warrant and such other prices as shall result from the adjustments specified in Section 5 hereof); and (ii) delivery to the Company of the form of subscription at the end hereof (or a reasonable facsimile thereof). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the business day on which this Warrant shall have been surrendered to the Company as provided in this Section 2, and at such time the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such exercise shall be deemed to have become the holder or holders of record thereof. (c) In the event of any exercise of the rights represented by this Warrant, certificates for the shares of Common Stock so purchased shall be delivered at the Company's expense (including the payment by the Company of any applicable issuance taxes) to the holder hereof within five (5) business days after the rights represented by this Warrant shall have been so exercised, and unless this Warrant has expired, a new Warrant of like tenor representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have been exercised, shall also be issued to the holder hereof within such time. 3. Stock Fully Paid; Reservation of Shares. The Company covenants and agrees that all shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all liens. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, at least the maximum number of shares of its Common Stock as are issuable upon the exercise of the rights represented by this Warrant. 4. Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder but in lieu of such fractional shares, the Company shall make a cash payment therefor upon the basis of the Current Market Value (as defined below) of the Common Stock. 5. Number of Shares Receivable Upon Exercise. The number of shares of Common Stock receivable upon the exercise of this Warrant is subject to adjustment upon the happening of certain events specified in this Section 5. For the purposes of this Section 5, the "Warrant Price" referred to herein shall initially be $20.00 and shall be adjusted and readjusted from time to time as provided in this Section 5. The holder of this Warrant shall, upon exercise hereof as provided in Section 2, be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares of Common Stock which would otherwise (but for the provisions of this Section 5) be issuable upon such exercise by a fraction of which (A) the numerator is $20.00 and (B) the denominator is the Warrant Price in effect at the time of such exercise. The price to be paid for each such share of Common Stock by the holder shall be the Warrant Price as adjusted pursuant to this Section 5, provided that the price paid by the holder for any shares of Common Stock upon exercise of this Warrant shall never be less than $0.01 per share. The Warrant Price shall be subject to adjustment as follows: 2 (a) Stock Dividends, Stock Splits, Etc. If the Company at any time or from time to time after the date hereof shall issue additional shares of Common Stock as a result of the declaration or payment of a dividend on the Common Stock payable in Common Stock, or as a distribution to holders of Common Stock, or as a result of a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock), then, and in each such case, the Warrant Price then in effect shall be reduced, concurrently with the issuance of such shares, to a price (calculated to the nearest cent) determined by multiplying such Warrant Price by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance of additional shares of Common Stock, and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issuance, provided that, for purposes of this Section 5(a), (x) additional shares of Common Stock shall be deemed to have been issued (A) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of any class of securities entitled to receive such dividend or distribution or (B) in the case of any such subdivision, at the close of business on the date immediately prior to the day upon which such corporate action becomes effective, (y) immediately after any additional shares of Common Stock are deemed to have been issued, such additional shares of Common Stock shall be deemed to be outstanding, and (z) treasury shares shall be deemed not to be outstanding. (b) Extraordinary Dividends and Distributions. If the Company shall distribute to all holders of its outstanding Common Stock evidences of indebtedness of the Company, cash (other than a cash distribution made as a dividend payable or to be payable at regularly scheduled intervals and payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the State of Delaware, but only to the extent that the aggregate of all such dividends paid or declared after the date hereof does not exceed the consolidated net income of the Company earned subsegment to the date hereof, as determined in accordance with generally accepted accounting principles, consistently applied) or assets or securities other than its Common Stock (including stock of a subsidiary or securities convertible into or exercisable for such stock but excluding dividends or distributions referred to in Section 5(a) above) (any such evidences of indebtedness, cash, assets or securities, the "assets or securities"), then, in each case, the Warrant Price shall be adjusted by subtracting from the Warrant Price then in effect the value of the assets or securities that the holder would have been entitled to receive as a result of such distribution had the Warrant been exercised and the relevant shares of Common Stock issued in the name of the holder immediately prior to the record date for such distribution; provided that if, after giving effect to such adjustment, the Warrant Price would be less than the then par value of the Common Stock, the Company shall distribute such assets or securities to the holder as if the holder had exercised the Warrant and the shares of Common Stock had been issued in the name of the holder immediately prior to the record date for such distribution. Any adjustment required by this Section 5(b) shall be made whenever any such distribution is made, and shall become effective on the date of distribution 3 retroactive to the record date for the determination of stockholders entitled to receive such distribution. (c) Combinations, Etc. If the Company at any time or from time to time after the date hereof shall combine or consolidate the outstanding shares of Common Stock, by reclassification or otherwise, into a lesser number of shares of Common Stock, then, and in each such case, the Warrant Price then in effect shall be increased, concurrently with the effectiveness of such combination or consolidation, to a price (calculated to the nearest one cent) determined by multiplying such Warrant Price by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the effectiveness of such combination or consolidation and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such effectiveness. (d) Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell additional shares of Common Stock ("Additional Shares") for a consideration per share less than the Current Market Value in effect on the earlier of (i) the date on which the Company enters into a firm contract for the issuance and sale of such Additional Shares (unless such contract specifies that the price will be determined at a later date, then such later date shall apply to this clause (i)) or (ii), the date of actual issuance or sale of such Additional Shares, then, in each such case, the Warrant Price in effect immediately prior to such date shall be reduced, concurrently with such issuance or sale, to a price (calculated to the nearest one cent) determined by multiplying such Warrant Price by a fraction (x) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares so issued or sold would purchase at such Current Market Value, and (xi) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that (a) treasury shares shall not be deemed to be outstanding for purposes of this Section 5(d) and (b) the shares of Common Stock then issuable pursuant to the terms of (i) the Warrants dated February 3, 1994, (ii) this Warrant and (iii) the other Warrant issued pursuant to the Management Agreement, dated as of March 31, 1999, between the Company and Infinity, shall be deemed to be outstanding immediately prior to and after such issue or sale. Notwithstanding anything contained herein to the contrary, no adjustment to the Warrant Price shall be made pursuant to this Section 5(d) following the issuance of Additional Shares pursuant to (xx) Section 5(a) hereof, (xxi) the exercise of any options or issuance of any shares under any options or purchase or other rights that are outstanding on or prior to the date hereof and that were issued pursuant to any of the Company's employee stock option, appreciation or purchase right plans, (xxii) the exercise of any options or purchase or other rights or the issuance of any shares under any options or rights that are granted after the date hereof, whether in accordance with the terms of any of the Company's employee stock option, appreciation or purchase right plans or otherwise, so long as the exercise price of any such option, warrant, subscription 4 or purchase right is not less than the Market Price on the date that such grant is approved by the Company's Board of Directors or a duly authorized committee thereof or, if later, the date that such exercise price is established, (xxiii) the exercise of any other options, warrants or other subscription or purchase rights outstanding on or prior to the date hereof, including without limitation, (a) the Warrants dated February 3, 1994, (b) this Warrant and (c) the other Warrant issued pursuant to the Management Agreement, dated as of March 31 1999, between the Company and Infinity, (xxiv) the exercise of any conversion or exchange rights outstanding on or prior to the date hereof issued by the Company, (xxv) the exercise of any conversion or exchange rights issued by the Company after the date hereof, so long as the conversion or exchange price is not less than the Market Price on the date that such issuance is approved by the Board of Directors or a duly authorized committee thereof or, if later, the date that such conversion or exchange price is established or (xxvi) the issuance or sale of Additional Shares pursuant to a firmly underwritten public offering of such shares. (e) Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the Warrant Price, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms hereof and, upon the reasonable request of the Holder, cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (i) the number of shares of Common Stock outstanding or deemed to be outstanding and (ii) the Warrant Price in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 5) on account thereto. The Company will forthwith mail a copy of each such report to the holder of this Warrant. The Company will also keep copies of all such reports at its principal office, and will cause the same to be available for inspection at such office during normal business hours by any holder of this Warrant or any prospective purchaser of a Warrant designated in writing by the holder thereof. (f) No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms hereof, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against dilution as provided herein. Without limiting the generality of the foregoing, the Company (i) will not permit the par value of any shares of Common Stock receivable upon the exercise of any Warrant to be increased to an amount that exceeds the amount payable therefor upon such exercise, (ii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares upon the exercise of this Warrant from time to time and (iii) will not take any action which results in any adjustment of the 5 Warrant Price if the total number of shares of Common Stock issuable after such action upon the exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise. (g) Exercise of Warrant in the Event of a Consolidation, Merger, Sale of Assets, Reorganization, Etc. (i) In case at any time the Company shall be a party to any Transaction pursuant to which the aggregate value of the cash, securities and other consideration payable for a share of Common Stock is at least $30.00, then (A) upon the consummation thereof this Warrant shall become exercisable with respect to all shares of Common Stock covered hereby (whether or not it has otherwise become exercisable with respect to such shares pursuant to Section 1) and shall be deemed to have been exercised by the holder hereof without any act on the part of such holder and without any obligation on the part of such holder to pay the exercise price until presentation of this Warrant pursuant to clause (B) below, and (B) this Warrant shall represent the right of such holder to receive (upon presentation of this Warrant on or within thirty (30) days after the date of such consummation together with payment of the aggregate exercise price payable at the time of such consummation in accordance with Section 2 for all shares of Common Stock issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock issuable upon exercise of this Warrant prior to such consummation, the cash, securities and other property to which such holder would have been entitled upon the consummation of the Transaction if such holder had exercised this Warrant immediately prior thereto. (ii) The Company will not effect any Transaction unless, prior to the consummation thereof, each corporation or entity (other than the Company) which may be required to deliver any cash, securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to the holder of this Warrant, the obligation to deliver to such holder such cash, securities or other property as, in accordance with the foregoing provision, such holder may be entitled to receive. (iii) In case the Company shall be a party to any Transaction pursuant to which the aggregate value of the cash, securities and other consideration payable for a share of Common Stock is less than $30.00, this Warrant shall terminate upon the consummation thereof. (h) Notices of Corporate Action. In the event of any anticipated: (i) taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution on such securities, or 6 (ii) Transaction, or (iii) voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will mail to the holder of this Warrant a notice specifying (A) the date or expected date on which any such record is to be taken for the purpose of such dividend or distribution or (B) the date or expected date on which any such Transaction, dissolution, liquidation or winding-up is to take place and the time, if any such time is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for the securities or other property deliverable upon such Transaction, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified, in the case of any date referred to in the foregoing clause (A), and at least thirty (30) days prior to the date therein specified, in the case of the date referred to in the foregoing clause (B). 6. Definitions. As used herein, the following terms have the following respective meanings: Common Stock: The Company's (a) Common Stock, par value $0.01 per share, and (b) Class B Stock, par value $0.01 per share. Current Market Value: The average of the daily Market Price per share of Common Stock for the period of five (5) days, ending on the day immediately prior to the date determined pursuant to Section 5(d)(i) or (ii), during which the national securities exchanges were opened for trading, provided that if an exercise of this Warrant occurs as a result of or in connection with the consummation of a Transaction, Current Market Value shall be the aggregate value of the cash, securities and other consideration payable for a share of Common Stock in connection with such Transaction. Market Price: Per share of Common Stock on any date specified herein shall be (a) the last sale price, regular way, on such date or, if no such sale takes place on such date, the average of the closing bid and asked prices on such date, in each case as officially reported on the principal national securities exchange on which the Common Stock is then listed or admitted to trading, or (b) if such Common Stock is not then listed or admitted to trading on any national securities exchange, but is designated as a national market system security by the National Association of Securities Dealers, the last trading price of the Common Stock on such date, or (c) if there shall have been no trading on such date or if the Common Stock is not so designated, the average of the reported closing bid and asked prices on such date as shown by the National Association of Securities Dealers Automated Quotation System. Registration Rights Agreement: The Registration Rights Agreement, dated as of March 30, 1999, between the Company and the original holder hereof. 7 Transaction: A merger, consolidation, sale of all or substantially all of the Company's assets, recapitalization of the Common Stock or other similar transaction, in each case if the previously outstanding Common Stock is acquired for cash or changed into or exchanged for different securities of the Company or changed into or exchanged for common stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of any of the foregoing. Warrant Price: The meaning specified in Section 5. 7. Amendments and Waivers. Any term of this Warrant may be amended or modified or the observance of any term of this Warrant may be waived (either generally or in a particular instance) only with the written consent of the Company and the holder of this Warrant. 8. Assignment. The provisions of this Warrant shall be binding upon and inure to the benefit of the original holder hereof, its successors and assigns by way of merger, consolidation or operation of law, and each third party transferee of this Warrant, provided that, this Warrant may only be transferred in accordance with the terms of the Registration Rights Agreement and, in the case of any third party transferee, such transferee shall have delivered to the Company a valid agreement of assumption of the restriction on transfer specified in this Section 8. 9. Exchange of Warrant. Upon surrender for exchange of this Warrant, properly endorsed, for registration of Transfer or for exchange at the principal office of the Company, the Company, at its expense, will issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of such holder or as such holder (upon payment by such holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face of this Warrant, provided that any such transfer of this Warrant is made in accordance with the Registration Rights Agreement. 10. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction of any Warrant, upon delivery of an indemnity bond in such reasonable amount as the Company may determine (or, in the case of any Warrant held by the original holder hereof or any affiliate thereof or an institutional holder or any of their respective nominees, of an affidavit of an authorized officer of such holder, setting forth the fact of such loss, theft or destruction, which shall be satisfactory evidence thereof and no further indemnity shall be required as a condition of the execution and delivery of a new Warrant), or, in the case of any such mutilation, upon the surrender of such Warrant for cancellation to the Company at its principal office, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant, of like tenor. Any Warrant in lieu of which any such new Warrant has been so executed and delivered by the Company shall not be deemed to be an outstanding Warrant for any purpose. 8 11. Remedies. The Company stipulates that the remedies at law of the holder of this Warrant in the event of any default by the Company in the performance of or in compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise without the requirement of the posting of a bond. 12. No Rights or Liabilities as Stockholder. Nothing contained in this Warrant shall be construed as conferring upon the holder hereof any rights as a stockholder of the Company (except to the extent that shares of Common Stock are issued to such holder pursuant to this Warrant) or as imposing any liabilities on such holder to purchase any securities or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors or stockholders of the Company or otherwise. 13. Notices. All notices and other communications under this Warrant shall be in writing and shall be mailed by registered or certified mail, return receipt requested, or by facsimile transmission, addressed (a) if to the holder, at the registered address or the facsimile number of such holder as set forth in the register kept at the principal office of the Company, and (b) if to the Company, to the attention of the Secretary at its principal office, at 9540 Washington Boulevard, Culver City, California 90232, or to its facsimile number, Attention: Secretary, provided that the exercise of any Warrant shall be effected in the manner provided in Section 2. 14. Legends. The shares of Common Stock issuable pursuant to the terms of this Warrant shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE ENCUMBERED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 9 15. Miscellaneous. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. Dated as of March 30, 1999. WESTWOOD ONE, INC. By: /s/ Farid Suleman -------------------------------------- Name: Farid Suleman Title: Chief Financial Officer 10 FORM OF SUBSCRIPTION -------------------- [To be signed only upon exercise of the Warrant] TO WESTWOOD ONE, INC. The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, __________* shares of Common Stock of WESTWOOD ONE, INC. and herewith makes payment of $______ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, _______________________________, whose address is ________________________________________________________. Dated: _______________________ -------------------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Warrant) -------------------------------------------------- (Address) - -------- * Insert here the number of shares called for on the face of the Warrant (or, in the case of a partial exercise, the portion thereof as to which the Warrant is being exercised), in either case without making any adjustment for additional shares of the Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions referred to in the Warrant, may be deliverable upon exercise. In the case of a partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of such Warrant, all as provided in the Warrant. 11 FORM OF ASSIGNMENT ------------------ [To be signed only upon transfer of the Warrant] For value received, the undersigned hereby sells, assigns and transfers unto ______________________________________ the rights represented by the within Warrant to purchase shares of Common Stock of WESTWOOD ONE, INC. to which the within Warrant relates, and appoints ______________________________ Attorney to transfer such rights on the books of WESTWOOD ONE, INC. with full power of substitution in the premises. Dated: _______________________ -------------------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Warrant) -------------------------------------------------- (Address) Signed in the presence of: - --------------------------------- Name: 12 EX-99 4 SECOND MANAGEMENT WARRANT EXECUTION COPY -------------- Warrant to Purchase 1,000,000 Shares of Common Stock at $25.00 per Share INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE WESTWOOD ONE, INC. --------------------------------- THE SECURITIES EVIDENCED BY THIS WARRANT OR ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE ENCUMBERED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. WESTWOOD ONE, INC., a Delaware corporation (the "Company"), certifies that, for value received, Infinity Broadcasting Corporation, a Delaware corporation ("Infinity"), or a designated affiliated entity (collectively, the "Holder"), is entitled to purchase, until the close of business on the Termination Date (as defined in the next sentence), One Million (1,000,000) shares of Common Stock, par value $0.01 per share, of the Company, at a price of $25.00 per share; subject, however, to the provisions and upon the terms and conditions hereinafter set forth. "Termination Date" shall mean March 31, 2009. 1. Exercisability of Warrant. This Warrant shall become exercisable only if the Market Price (as defined below) per share of Common Stock, par value $0.01 per share, of the Company is at least $40.00 on at least twenty (20) out of thirty (30) consecutive days during which the national securities exchanges are open for trading. 2. Method of Exercise; Payment; Issuance of New Warrant. (a) This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, properly endorsed, to the Company at its principal office at 9540 Washington Boulevard, Culver City, California 90232, Attention: Secretary, and by (i) the payment to the Company of the then applicable Warrant Price of the Common Stock being purchased ("Warrant Price" shall mean the price specified in the first paragraph of this Warrant and such other prices as shall result from the adjustments specified in Section 5 hereof); and (ii) delivery to the Company of the form of subscription at the end hereof (or a reasonable facsimile thereof). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the business day on which this Warrant shall have been surrendered to the Company as provided in this Section 2, and at such time the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such exercise shall be deemed to have become the holder or holders of record thereof. (c) In the event of any exercise of the rights represented by this Warrant, certificates for the shares of Common Stock so purchased shall be delivered at the Company's expense (including the payment by the Company of any applicable issuance taxes) to the holder hereof within five (5) business days after the rights represented by this Warrant shall have been so exercised, and unless this Warrant has expired, a new Warrant of like tenor representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have been exercised, shall also be issued to the holder hereof within such time. 3. Stock Fully Paid; Reservation of Shares. The Company covenants and agrees that all shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all liens. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, at least the maximum number of shares of its Common Stock as are issuable upon the exercise of the rights represented by this Warrant. 4. Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder but in lieu of such fractional shares, the Company shall make a cash payment therefor upon the basis of the Current Market Value (as defined below) of the Common Stock. 5. Number of Shares Receivable Upon Exercise. The number of shares of Common Stock receivable upon the exercise of this Warrant is subject to adjustment upon the happening of certain events specified in this Section 5. For the purposes of this Section 5, the "Warrant Price" referred to herein shall initially be $25.00 and shall be adjusted and readjusted from time to time as provided in this Section 5. The holder of this Warrant shall, upon exercise hereof as provided in Section 2, be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares of Common Stock which would otherwise (but for the provisions of this Section 5) be issuable upon such exercise by a fraction of which (A) the numerator is $25.00 and (B) the denominator is the Warrant Price in effect at the time of such exercise. The price to be paid for each such share of Common Stock by the holder shall be the Warrant Price as adjusted pursuant to this Section 5, provided that the price paid by the holder for any shares of Common Stock upon exercise of this Warrant shall never be less than $0.01 per share. The Warrant Price shall be subject to adjustment as follows: 2 (a) Stock Dividends, Stock Splits, Etc. If the Company at any time or from time to time after the date hereof shall issue additional shares of Common Stock as a result of the declaration or payment of a dividend on the Common Stock payable in Common Stock, or as a distribution to holders of Common Stock, or as a result of a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock), then, and in each such case, the Warrant Price then in effect shall be reduced, concurrently with the issuance of such shares, to a price (calculated to the nearest cent) determined by multiplying such Warrant Price by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance of additional shares of Common Stock, and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issuance, provided that, for purposes of this Section 5(a), (x) additional shares of Common Stock shall be deemed to have been issued (A) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of any class of securities entitled to receive such dividend or distribution or (B) in the case of any such subdivision, at the close of business on the date immediately prior to the day upon which such corporate action becomes effective, (y) immediately after any additional shares of Common Stock are deemed to have been issued, such additional shares of Common Stock shall be deemed to be outstanding, and (z) treasury shares shall be deemed not to be outstanding. (b) Extraordinary Dividends and Distributions. If the Company shall distribute to all holders of its outstanding Common Stock evidences of indebtedness of the Company, cash (other than a cash distribution made as a dividend payable or to be payable at regularly scheduled intervals and payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the State of Delaware, but only to the extent that the aggregate of all such dividends paid or declared after the date hereof does not exceed the consolidated net income of the Company earned subsegment to the date hereof, as determined in accordance with generally accepted accounting principles, consistently applied) or assets or securities other than its Common Stock (including stock of a subsidiary or securities convertible into or exercisable for such stock but excluding dividends or distributions referred to in Section 5(a) above) (any such evidences of indebtedness, cash, assets or securities, the "assets or securities"), then, in each case, the Warrant Price shall be adjusted by subtracting from the Warrant Price then in effect the value of the assets or securities that the holder would have been entitled to receive as a result of such distribution had the Warrant been exercised and the relevant shares of Common Stock issued in the name of the holder immediately prior to the record date for such distribution; provided that if, after giving effect to such adjustment, the Warrant Price would be less than the then par value of the Common Stock, the Company shall distribute such assets or securities to the holder as if the holder had exercised the Warrant and the shares of Common Stock had been issued in the name of the holder immediately prior to the record date for such distribution. Any adjustment required by this Section 5(b) shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. 3 (c) Combinations, Etc. If the Company at any time or from time to time after the date hereof shall combine or consolidate the outstanding shares of Common Stock, by reclassification or otherwise, into a lesser number of shares of Common Stock, then, and in each such case, the Warrant Price then in effect shall be increased, concurrently with the effectiveness of such combination or consolidation, to a price (calculated to the nearest one cent) determined by multiplying such Warrant Price by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the effectiveness of such combination or consolidation and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such effectiveness. (d) Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell additional shares of Common Stock ("Additional Shares") for a consideration per share less than the Current Market Value in effect on the earlier of (i) the date on which the Company enters into a firm contract for the issuance and sale of such Additional Shares (unless such contract specifies that the price will be determined at a later date, then such later date shall apply to this clause (i)) or (ii), the date of actual issuance or sale of such Additional Shares, then, in each such case, the Warrant Price in effect immediately prior to such date shall be reduced, concurrently with such issuance or sale, to a price (calculated to the nearest one cent) determined by multiplying such Warrant Price by a fraction (x) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares so issued or sold would purchase at such Current Market Value, and (xi) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that (a) treasury shares shall not be deemed to be outstanding for purposes of this Section 5(d) and (b) the shares of Common Stock then issuable pursuant to the terms of (i) the Warrants dated February 3, 1994, (ii) this Warrant and (iii) the other Warrant issued pursuant to the Management Agreement, dated as of March 31, 1999, between the Company and Infinity, shall be deemed to be outstanding immediately prior to and after such issue or sale. Notwithstanding anything contained herein to the contrary, no adjustment to the Warrant Price shall be made pursuant to this Section 5(d) following the issuance of Additional Shares pursuant to (xx) Section 5(a) hereof, (xxi) the exercise of any options or issuance of any shares under any options or purchase or other rights that are outstanding on or prior to the date hereof and that were issued pursuant to any of the Company's employee stock option, appreciation or purchase right plans, (xxii) the exercise of any options or purchase or other rights or the issuance of any shares under any options or rights that are granted after the date hereof, whether in accordance with the terms of any of the Company's employee stock option, appreciation or purchase right plans or otherwise, so long as the exercise price of any such option, warrant, subscription 4 or purchase right is not less than the Market Price on the date that such grant is approved by the Company's Board of Directors or a duly authorized committee thereof or, if later, the date that such exercise price is established, (xxiii) the exercise of any other options, warrants or other subscription or purchase rights outstanding on or prior to the date hereof, including without limitation, (a) the Warrants dated February 3, 1994, (b) this Warrant and (c) the other Warrant issued pursuant to the Management Agreement, dated as of March 31 1999, between the Company and Infinity, (xxiv) the exercise of any conversion or exchange rights outstanding on or prior to the date hereof issued by the Company, (xxv) the exercise of any conversion or exchange rights issued by the Company after the date hereof, so long as the conversion or exchange price is not less than the Market Price on the date that such issuance is approved by the Board of Directors or a duly authorized committee thereof or, if later, the date that such conversion or exchange price is established or (xxvi) the issuance or sale of Additional Shares pursuant to a firmly underwritten public offering of such shares. (e) Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the Warrant Price, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms hereof and, upon the reasonable request of the Holder, cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (i) the number of shares of Common Stock outstanding or deemed to be outstanding and (ii) the Warrant Price in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 5) on account thereto. The Company will forthwith mail a copy of each such report to the holder of this Warrant. The Company will also keep copies of all such reports at its principal office, and will cause the same to be available for inspection at such office during normal business hours by any holder of this Warrant or any prospective purchaser of a Warrant designated in writing by the holder thereof. (f) No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms hereof, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against dilution as provided herein. Without limiting the generality of the foregoing, the Company (i) will not permit the par value of any shares of Common Stock receivable upon the exercise of any Warrant to be increased to an amount that exceeds the amount payable therefor upon such exercise, (ii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares upon the exercise of this Warrant from time to time and (iii) will not take any action which results in any adjustment of the 5 Warrant Price if the total number of shares of Common Stock issuable after such action upon the exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise. (g) Exercise of Warrant in the Event of a Consolidation, Merger, Sale of Assets, Reorganization, Etc. (i) In case at any time the Company shall be a party to any Transaction pursuant to which the aggregate value of the cash, securities and other consideration payable for a share of Common Stock is at least $30.00, then (A) upon the consummation thereof this Warrant shall become exercisable with respect to all shares of Common Stock covered hereby (whether or not it has otherwise become exercisable with respect to such shares pursuant to Section 1) and shall be deemed to have been exercised by the holder hereof without any act on the part of such holder and without any obligation on the part of such holder to pay the exercise price until presentation of this Warrant pursuant to clause (B) below, and (B) this Warrant shall represent the right of such holder to receive (upon presentation of this Warrant on or within thirty (30) days after the date of such consummation together with payment of the aggregate exercise price payable at the time of such consummation in accordance with Section 2 for all shares of Common Stock issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock issuable upon exercise of this Warrant prior to such consummation, the cash, securities and other property to which such holder would have been entitled upon the consummation of the Transaction if such holder had exercised this Warrant immediately prior thereto. (ii) The Company will not effect any Transaction unless, prior to the consummation thereof, each corporation or entity (other than the Company) which may be required to deliver any cash, securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to the holder of this Warrant, the obligation to deliver to such holder such cash, securities or other property as, in accordance with the foregoing provision, such holder may be entitled to receive. (iii) In case the Company shall be a party to any Transaction pursuant to which the aggregate value of the cash, securities and other consideration payable for a share of Common Stock is less than $40.00, this Warrant shall terminate upon the consummation thereof. (h) Notices of Corporate Action. In the event of any anticipated: (i) taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution on such securities, or 6 (ii) Transaction, or (iii) voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will mail to the holder of this Warrant a notice specifying (A) the date or expected date on which any such record is to be taken for the purpose of such dividend or distribution or (B) the date or expected date on which any such Transaction, dissolution, liquidation or winding-up is to take place and the time, if any such time is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for the securities or other property deliverable upon such Transaction, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified, in the case of any date referred to in the foregoing clause (A), and at least thirty (30) days prior to the date therein specified, in the case of the date referred to in the foregoing clause (B). 6. Definitions. As used herein, the following terms have the following respective meanings: Common Stock: The Company's (a) Common Stock, par value $0.01 per share, and (b) Class B Stock, par value $0.01 per share. Current Market Value: The average of the daily Market Price per share of Common Stock for the period of five (5) days, ending on the day immediately prior to the date determined pursuant to Section 5(d)(i) or (ii), during which the national securities exchanges were opened for trading, provided that if an exercise of this Warrant occurs as a result of or in connection with the consummation of a Transaction, Current Market Value shall be the aggregate value of the cash, securities and other consideration payable for a share of Common Stock in connection with such Transaction. Market Price: Per share of Common Stock on any date specified herein shall be (a) the last sale price, regular way, on such date or, if no such sale takes place on such date, the average of the closing bid and asked prices on such date, in each case as officially reported on the principal national securities exchange on which the Common Stock is then listed or admitted to trading, or (b) if such Common Stock is not then listed or admitted to trading on any national securities exchange, but is designated as a national market system security by the National Association of Securities Dealers, the last trading price of the Common Stock on such date, or (c) if there shall have been no trading on such date or if the Common Stock is not so designated, the average of the reported closing bid and asked prices on such date as shown by the National Association of Securities Dealers Automated Quotation System. Registration Rights Agreement: The Registration Rights Agreement, dated as of March 30, 1999, between the Company and the original holder hereof. 7 Transaction: A merger, consolidation, sale of all or substantially all of the Company's assets, recapitalization of the Common Stock or other similar transaction, in each case if the previously outstanding Common Stock is acquired for cash or changed into or exchanged for different securities of the Company or changed into or exchanged for common stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of any of the foregoing. Warrant Price: The meaning specified in Section 5. 7. Amendments and Waivers. Any term of this Warrant may be amended or modified or the observance of any term of this Warrant may be waived (either generally or in a particular instance) only with the written consent of the Company and the holder of this Warrant. 8. Assignment. The provisions of this Warrant shall be binding upon and inure to the benefit of the original holder hereof, its successors and assigns by way of merger, consolidation or operation of law, and each third party transferee of this Warrant, provided that, this Warrant may only be transferred in accordance with the terms of the Registration Rights Agreement and, in the case of any third party transferee, such transferee shall have delivered to the Company a valid agreement of assumption of the restriction on transfer specified in this Section 8. 9. Exchange of Warrant. Upon surrender for exchange of this Warrant, properly endorsed, for registration of Transfer or for exchange at the principal office of the Company, the Company, at its expense, will issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of such holder or as such holder (upon payment by such holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face of this Warrant, provided that any such transfer of this Warrant is made in accordance with the Registration Rights Agreement. 10. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction of any Warrant, upon delivery of an indemnity bond in such reasonable amount as the Company may determine (or, in the case of any Warrant held by the original holder hereof or any affiliate thereof or an institutional holder or any of their respective nominees, of an affidavit of an authorized officer of such holder, setting forth the fact of such loss, theft or destruction, which shall be satisfactory evidence thereof and no further indemnity shall be required as a condition of the execution and delivery of a new Warrant), or, in the case of any such mutilation, upon the surrender of such Warrant for cancellation to the Company at its principal office, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant, of like tenor. Any Warrant in lieu of which any such new Warrant has been so executed and delivered by the Company shall not be deemed to be an outstanding Warrant for any purpose. 8 11. Remedies. The Company stipulates that the remedies at law of the holder of this Warrant in the event of any default by the Company in the performance of or in compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise without the requirement of the posting of a bond. 12. No Rights or Liabilities as Stockholder. Nothing contained in this Warrant shall be construed as conferring upon the holder hereof any rights as a stockholder of the Company (except to the extent that shares of Common Stock are issued to such holder pursuant to this Warrant) or as imposing any liabilities on such holder to purchase any securities or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors or stockholders of the Company or otherwise. 13. Notices. All notices and other communications under this Warrant shall be in writing and shall be mailed by registered or certified mail, return receipt requested, or by facsimile transmission, addressed (a) if to the holder, at the registered address or the facsimile number of such holder as set forth in the register kept at the principal office of the Company, and (b) if to the Company, to the attention of the Secretary at its principal office, at 9540 Washington Boulevard, Culver City, California 90232, or to its facsimile number, Attention: Secretary, provided that the exercise of any Warrant shall be effected in the manner provided in Section 2. 14. Legends. The shares of Common Stock issuable pursuant to the terms of this Warrant shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE ENCUMBERED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 9 15. Miscellaneous. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. Dated as of March 30, 1999. WESTWOOD ONE, INC. By: /s/ Farid Suleman -------------------------------------- Name: Farid Suleman Title: Chief Financial Officer 10 FORM OF SUBSCRIPTION -------------------- [To be signed only upon exercise of the Warrant] TO WESTWOOD ONE, INC. The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, __________* shares of Common Stock of WESTWOOD ONE, INC. and herewith makes payment of $______ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, _______________________________, whose address is ________________________________________________________. Dated: _______________________ -------------------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Warrant) -------------------------------------------------- (Address) 11 - -------- * Insert here the number of shares called for on the face of the Warrant (or, in the case of a partial exercise, the portion thereof as to which the Warrant is being exercised), in either case without making any adjustment for additional shares of the Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions referred to in the Warrant, may be deliverable upon exercise. In the case of a partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of such Warrant, all as provided in the Warrant. FORM OF ASSIGNMENT ------------------ [To be signed only upon transfer of the Warrant] For value received, the undersigned hereby sells, assigns and transfers unto ______________________________________ the rights represented by the within Warrant to purchase shares of Common Stock of WESTWOOD ONE, INC. to which the within Warrant relates, and appoints ______________________________ Attorney to transfer such rights on the books of WESTWOOD ONE, INC. with full power of substitution in the premises. Dated: _______________________ -------------------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Warrant) -------------------------------------------------- (Address) Signed in the presence of: /s/ - --------------------------------- Name: 12 EX-99 5 REGISTRATION RIGHTS AGREEMENT EXECUTION COPY -------------- REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is entered into as of March 30, 1999 by and between Westwood One, Inc., a Delaware corporation (the "Company"), and Infinity Broadcasting Corporation, a Delaware corporation ("Infinity"). W I T N E S S E T H : --------------------- WHEREAS, pursuant to a Management Agreement, dated as of March 30, 1999, between the Company and Infinity (the "Management Agreement"), the Company has issued to Infinity two warrants (individually, a "Management Warrant" and, collectively, the "Management Warrants") to purchase an aggregate of an additional 2,000,000 shares of common stock of the Company ("Common Stock"), upon and subject to the terms and conditions set forth therein; and WHEREAS, the Company and Infinity desire in this Agreement to provide for, with respect to Management Warrants, (i) the granting to Infinity of the registration rights set forth herein, and (ii) certain contractual restrictions on any sale or disposition thereof; NOW, THEREFORE, in consideration of the premises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1 REGISTRATION RIGHTS ------------------- 1.1 Definitions. As used in this Section 1: (a) The terms "register," "registered," and "registration" refer to a registration effected by filing with the Securities and Exchange Commission (the "SEC") a registration statement ("Registration Statement") in compliance with the Securities Act of 1933, as amended (the "1933 Act") and the declaration or ordering by the SEC at the effectiveness of such Registration Statement. (b) The term "Registrable Securities" means any and all shares of Common Stock hereafter issued upon exercise of the Management Warrants. The term "Registrable Securities" shall also include any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend, stock split or other distribution with respect to, or in exchange for, upon reclassification or in replacement of, Registrable Securities. In the event of any recapitalization by the Company, whether by stock split, reverse stock split, stock dividend or otherwise, the number of shares of Registrable Securities used throughout this Agreement for various purposes shall be proportionately increased or decreased. 1.2 Demand Registration. If the Company shall receive from Infinity a written request to register shares of Registrable Securities (a "Demand"), the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered, and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective; provided, however, that if at the time the request for registration is made, the Company is in the process of registering securities under the 1933 Act for sale by it or has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board of Directors of the Company, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of the requested Registration Statement (a) in the case of another registration statement in process, until the filing or abandonment of such registration statement but in no event longer than sixty (60) days, and (b) in the case of a material transaction, for up to sixty (60) days (but the Company shall use its best efforts to resolve the transaction and file the Registration Statement as soon as practicable). The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by Infinity, provided (i) no Demand may be made by Infinity until on and after one year from the date hereof, (ii) only one Demand may be made by Infinity (together with all permitted assignees thereof pursuant to Section 1.9) in any calendar year and (iii) the Company shall not be required to register the Registrable Securities more than three (3) times on registration forms other than Form S-3 (or any substantially equivalent successive form). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of Infinity's rights under this Section 1.2. 1.3 Incidental Registrations. (a) If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or the account of security holders, other than a registration relating solely to employee benefit plans or a registration on Form S-4 relating solely to an SEC Rule 145 transaction, the Company will: (i) promptly give to Infinity written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and 2 (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request, made by Infinity within thirty (30) days after receipt of such written notice from the Company, except as set forth in Section 1.3(b) below. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Infinity as a part of the written notice given pursuant to Section 1.3(a)(i). In such event the right of Infinity to registration pursuant to this Section 1.3 shall be conditioned upon Infinity's participation in such underwriting and the inclusion of Infinity's Registrable Securities in the underwriting to the extent provided herein. Infinity, together with the Company and the other parties distributing their securities through such underwriting, shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.3, if the underwriter determines that marketing factors require a limitation of the number of shares or type of securities to be underwritten, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting subject to the terms of this Section. The Company shall so advise all holders of the Company's securities that would otherwise have a right to be so registered and underwritten and the number of shares of such securities, including Registrable Securities, that may be included in the registration and underwriting shall be allocated among Infinity and all such other holders in proportion, as nearly as practicable, to the respective amounts of securities of the Company proposed to be included in such underwritten offering by all shareholders other than the Company; provided, however, that the rights of Infinity to include all or any allocable portion of such Registrable Securities shall be subject to the priority (prior to any allocation to Infinity or others) of the holders of existing "demand" registration rights similar to that provided in Section 1.2 hereof existing on the date hereof (all such existing rights are included in agreements listed on Schedule 1.3(b) hereof) and of other holders of demand registration rights permitted pursuant to the proviso to Section 1.10 hereof. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If Infinity disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration. (c) Infinity agrees that any shares of Registrable Securities which are not included in an underwritten public offering described in Section 1.3(b) shall not be publicly sold by Infinity for a period, not to exceed one hundred twenty (120) days, which the managing underwriter reasonably determines is necessary in order to effect such underwritten public offering. 1.4 Expenses of Registration. All expenses incurred in connection with the registrations effected pursuant to Section 1.2 and all registrations effected pursuant to Section 1.3, including, without limitation, all registration, filing, listing and 3 qualification fees (including SEC, securities exchange, National Association of Securities Dealers Inc. and blue sky fees and expenses), printing expenses, escrow fees, fees and disbursements of counsel for each of the Company and Infinity (if Infinity is participating in such registration), and expenses of any special audits and/or "cold comfort" letters incidental to or required by such registration, fees and disbursements of underwriters customarily paid by issuers or sellers of securities, and the reasonable fees and expenses of any special experts retained by the Company in connection with the requested registration shall be borne by the Company; provided, however, that the Company shall not be required to pay stock transfer taxes or underwriters' discounts or commissions relating to Registrable Securities. 1.5 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC (but in any event within ninety (90) days after the date of the Demand pursuant to Section 1.2) a Registration Statement with respect to such Registrable Securities (which, in the case of a Demand registration pursuant to Section 1.2, shall be on a form designated by the underwriters or Infinity) and use its diligent best efforts to cause such Registration Statement to become effective, and, upon the request of Infinity, keep such Registration Statement effective for up to one hundred twenty (120) days or such longer period as the Company may agree upon, or until Infinity has completed the distribution relating thereto, whichever occurs first; (b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such registration statement effective as provided in Section 1.5(a) and to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such Registration Statement, provided that, before filing a Registration Statement or prospectus, or any amendments or supplements thereto, the Company will furnish to Infinity copies of all documents proposed to be filed, which documents will be subject to the comments of Infinity and its counsel; (c) furnish to Infinity such numbers of copies of the registration statement, the prospectus, including a preliminary prospectus, and of each amendment and supplement (in each case, including all exhibits), in conformity with the requirements of the 1933 Act, and such other documents as Infinity may reasonably request in order to facilitate the disposition of Registrable Securities owned by Infinity; (d) use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions in such states as shall be reasonably necessary to facilitate an orderly distribution of the Registrable Securities, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any 4 such jurisdiction that, but for the requirements of this Section 1.5(d), it would not be obligated to be so qualified or to file a general consent to service of process in any such states or jurisdictions; (e) use its best efforts to cause such securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities of the United States of America or any state thereof as may be necessary to enable Infinity to consummate the disposition of such securities; (f) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, usual and customary in form, with the managing underwriter of such offering; Infinity shall also enter into and perform its obligations under such agreement; and the Company shall take such other actions as the underwriters reasonably request in order to expedite or facilitate a disposition of such securities; (g) use its best efforts to cause all such securities covered by such Registration Statement to be listed on any securities exchange on which the Common Stock is then listed, and if the Common Stock is not already so listed at such time, to use its best efforts promptly to cause all such securities to be listed on either the New York Stock Exchange or the American Stock Exchange or to be included in the National Association of Securities Dealers Automotive Quotation System on the National Market List; and to provide a transfer agent and registrar for such securities covered by such Registration Statement no later than the effective date of such Registration Statement; (h) use its best efforts to obtain a "cold comfort" letter or letters, usual and customary in form, from the Company's independent public accountants and covering matters of the type customarily covered by "cold comfort" letters as Infinity shall reasonably request; (i) notify Infinity at any time when a prospectus relating thereto is required to be delivered under the 1933 Act of the happening of any event as a result of which, or of the Company becoming otherwise aware that, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of Infinity, prepare and furnish to Infinity a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities under such Registration Statement, such prospectus shall not include an untrue statement of a material fact or a misstatement of a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (j) make reasonably available for inspection by representatives of Infinity, by any underwriter participating in any disposition to be effected pursuant to 5 such Registration Statement and by any attorney, accountant or other agent retained by Infinity or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such persons in connection with such Registration Statement. Infinity agrees that, upon receipt of any notice from the Company of the happening of any event described in Section 1.5(i), Infinity will forthwith discontinue disposition of such securities pursuant to such Registration Statement until Infinity's receipt of the copies of the supplemental or amended prospectus contemplated by Section 1.5(i), and, as so directed by the Company, Infinity will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in Infinity's possession, of the prospectus covering such securities covered by such Registration Statement current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 1.5(a) shall be extended by the number of days during the period from the date of the giving of such notice pursuant to Section 1.5(i) and through the date when each seller of such securities covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 1.5(i). 1.6 Selection of Underwriter. In any registration which is being effected as a result of a Demand by Infinity pursuant to Section 1.2, Infinity shall have the exclusive right to designate the managing underwriter or underwriters with respect to the related offer, which underwriter or underwriters must be reasonably acceptable to the Company. In all other registrations, the Company shall select, in its sole discretion, the managing underwriter or underwriters with respect to the related offering of the Common Stock. 1.7 Indemnification. (a) The Company will, and does hereby undertake to, indemnify and hold harmless Infinity, each of Infinity's officers, directors and affiliates, and each person controlling Infinity, with respect to any registration, qualification, listing, or compliance effected pursuant to this Section 1, and each underwriter, if any (including any broker or dealer which may be deemed an underwriter), and each person who controls any underwriter (including any such broker or dealer), of the Registrable Securities held by or issuable to Infinity, against all claims, losses, damages, liabilities and expenses, joint or several (or actions in respect thereto whether or not a party thereto), to which they may become subject under the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or other federal, state or common law, or otherwise, arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any preliminary, final or summary prospectus, offering circular, or other similar document or any amendment or supplement thereto (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, listing, or compliance, or arising out of or based upon any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation or 6 alleged violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any such registration, qualification, or compliance, and will reimburse, as incurred, Infinity, each such underwriter, and each such director, officer, affiliate and controlling person, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action (whether or not the indemnified party is a party to any proceeding); provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by an instrument duly executed by Infinity or by such underwriter and stated to be specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Infinity or any other indemnified party and shall survive the transfer of such securities by Infinity. (b) Infinity will indemnify the Company, each of its directors, and each officer who signs a Registration statement in connection therewith, and each person controlling the Company, each underwriter, if any, and each person who controls any underwriter, of the Company's securities covered by such a Registration Statement, against all claims, losses, damages, liabilities and expenses, joint or several (or actions in respect thereto whether or not a party thereto) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, preliminary, final or summary prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse, as incurred, the Company, each such underwriter and each such director, officer, partner, and controlling person, for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action (whether or not the indemnified party is a party to any proceeding), in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, preliminary, final or summary prospectus, offering circular or other document, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Infinity and stated to be specifically for use therein; provided, however, that the liability of Infinity hereunder shall be limited to the net proceeds received by Infinity from the sale of securities under such Registration Statement. (c) Each party entitled to indemnification under this Section 1.6 (the "Indemnified Party") shall give notice to the party required to provide such indemnification (the "Indemnifying Party") of any claim as to which indemnification may be sought promptly after such Indemnified Party has actual knowledge thereof, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be subject to approval by the Indemnified Party (whose approval shall not be unreasonably withheld) and the 7 Indemnified Party may participate in such defense at the Indemnifying Party's expense if representation of such Indemnified Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such failure to give notice shall materially adversely affect the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff therein, to such Indemnified Party, of a full and final release from all liability in respect to such claim or litigation. (d) Indemnification similar to that specified in this Section 1.7 (with appropriate modifications) shall be given by the Company and Infinity with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the 1933 Act. (e) If recovery is not available under the foregoing indemnification provisions of this Section 1.7 for any reason other than as expressly specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses. In determining the amount of contribution which the respective parties are entitled, there shall be considered the relative fault of each party in connection with the statements or omissions which resulted in such claims, losses, damages or actions, as well as other equitable considerations appropriate under the circumstances. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this section 1.7(e), Infinity will not be obligated to make contributions which, in the aggregate, exceed the amount for which it would have been liable pursuant to Section 1.7(b) had indemnification been available thereunder. (f) The obligations of the parties under this Section 1.7 shall be in addition to any liabilities which any party may otherwise have to any other party. 1.8 Information by Infinity. Infinity shall furnish to the Company such information regarding Infinity and the distribution proposed by Infinity as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification, or compliance referred to in this Section 1. 1.9 Transfer of Registration Rights The rights, contained in Sections 1.2 and 1.3 hereof, to cause the Company to register the Registrable Securities, may be assigned or otherwise conveyed to a transferee or assignee of Registrable Securities, provided that such transferee or assignee (or, if such transferee or assignee is a wholly-owned subsidiary of Infinity, together with Infinity and other wholly-owned subsidiaries 8 of Infinity) acquires at least 500,000 shares of the Common Stock constituting Registrable Securities held by the transferring holder, and, provided further, that the Company is given written notice by the transferor at the time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being assigned. 1.10 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Infinity, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to (a) require the Company to effect a registration under terms and conditions inconsistent with Infinity's registration rights under Sections 1.2 or 1.3 hereof, or (b) include any securities in any registration filed under Section 1.3 hereof, unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent of such holder's allocable portion consistent with Section 1.3(b); provided, however, that the Company may grant rights to demand registrations under which such holders shall have priority (prior to allocation among Infinity and other holders possessing "piggyback" registration rights, but not prior to Infinity's Demand rights under Section 1.2 hereof). 1.11 Rule 144 Reporting. With a view to making available to Infinity the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) at all times make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or analogous rule promulgated under the 1933 Act; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the 1933 Act and 1934 Act; and (c) so long as Infinity owns any Registrable Securities, furnish to Infinity forthwith upon request: (i) a written statement by the Company as to its compliance with the reporting requirements of (A) said Rule 144 of the 1933 Act, (B) the 1993 Act and (C) the 1934 Act; (ii) a copy of the most recent annual or quarterly report of the Company; and (iii) such other reports and documents as Infinity may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration. 9 SECTION 2 RESTRICTIONS ON TRANSFER ------------------------ 2.1 Definition of "Transfer". For purposes of this Section 2, the term "Transfer" includes any sale, transfer, pledge, hypothecation, assignment, encumbrance or other disposition to any person. 2.2 Restrictions on Transfer of Management Warrants. Infinity and the Company agree that, subject to compliance with all applicable securities laws, Infinity may Transfer either Management Warrant, or any portion thereof, (a) to any wholly-owned subsidiary of Infinity and (b) to any other person or entity to the extent that the right to acquire shares of Common Stock has vested pursuant to the terms of such Management Warrant, provided that such transferee agrees in writing to be bound by the provisions of Section 2.3 with respect to the shares of Common Stock issued upon exercise of such Management Warrant as if such transferee were the "Holder" referred to therein. 2.3 Restrictions on Transfer of Registrable Securities. Infinity agrees to the following contractual restrictions (which shall be in addition to any restrictions on transfer imposed by applicable securities laws) on any Transfer of the Registrable Securities: (a) Infinity shall not Transfer any of the Registrable Securities under any circumstances for a period of one (1) year following the date hereof; (b) If the Company terminates the Management Agreement other than pursuant to Sections 3.2(a) or (b) thereof, there shall be no restrictions on Transfer of the Registrable Securities except the one-year restriction set forth in (a) above; (c) If Infinity, as Manager under the Management Agreement, terminates the Management Agreement, or if the Company terminates the Management Agreement pursuant to Sections 3.2(a) or (b) thereof, Infinity may Transfer without contractual restriction such of the Registrable Securities as Infinity could, pursuant to Section 2.3(d), permissibly Transfer immediately prior to such termination, and may additionally Transfer all of the other Registrable Securities without contractual restriction upon the earlier of (i) one year following such termination and (ii) five years after the date hereof; and (d) If the Management Agreement is not terminated, upon and after two years following the date hereof, Infinity may sell in the aggregate twenty-five percent (25%) of the sum of (i) the Registrable Securities then held by Infinity plus (ii) any Registrable Securities which, at the time of calculating such percentage amount, could then be acquired by Infinity upon exercise of the Management Warrants; and such percentage amount shall be increased by twenty-five percent (25%) on each subsequent 10 anniversary date thereafter (i.e., fifty percent (50%) on the third anniversary of the date hereof, seventy-five percent (75%) on the fourth anniversary of the date hereof, and one hundred percent (100%) on the fifth anniversary of the date hereof). SECTION 3 MISCELLANEOUS ------------- 3.1 Entire Agreement. This Agreement, the Management Agreement and the Management Warrants constitute the entire agreement of the parties and supersede all prior written or oral agreements, contemporaneous oral agreements, understandings and negotiations between the parties with respect to the subject matter hereof. 3.2 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. 3.3 Amendments and Waivers. This Agreement may not be modified, amended or waived except by written document specifically identifying this Agreement and signed by the parties, except that waivers may be effected by such written document if only signed by the party against which such waiver is sought to be enforced. 3.4 Headings. The headings included in this Agreement are for convenience of the parties only and shall not affect the construction or interpretation of this Agreement. 3.5 Attorneys' Fees. In the event of litigation or other proceeding in connection with or related to this Agreement, the prevailing party in such litigation or proceeding shall be entitled to reimbursement from the opposing party of all reasonable expenses, including, without limitation, reasonable attorney fees and expenses of investigation in connection with such litigation or proceeding. 3.6 Notices. All notices hereunder shall be in writing and shall be given to the respective parties by U.S. mail, personal delivery, or facsimile transmission to their respective addresses as follows: If to the Company: Westwood One, Inc. 9540 Washington Boulevard Culver City, California 90232 Attention: Mr. Norman J. Pattiz Facsimile: (310) 840-0834 11 with a copy to: Skadden, Arps, Slate, Meagher & Flom 300 South Grand Avenue Los Angeles, California 90071 Attention: Brian J. McCarthy, Esq. Facsimile: (213) 687-5600 If to Infinity: Infinity Broadcasting Corporation 40 West 57th Street New York, New York 10019 Attention: Mr. Farid Suleman Facsimile: (212) 314-9336 with a copy to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Attention: Howard Chatzinoff, Esq. Facsimile: (212) 310-8007 All such notices shall be deemed effective upon receipt. 3.7 Successors and Assigns. Subject to Section 1.9 and Section 2 hereof, this Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. The Company may not assign its rights under this Agreement without the prior written consent of Infinity. 3.8 Remedies, Waivers. No failure or delay on the part of any party in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. The parties to this Agreement acknowledge and agree that the breach of any of the terms of this Agreement will cause irreparable injury for which an adequate remedy at law is not available Accordingly, it is agreed that either party shall be entitled to an injunction, restraining order or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the United States or any state thereof, without the requirement of posting any bond. All rights and remedies existing under this Agreement are cumulative to and not exclusive of, any rights or remedies available under this Agreement or otherwise. 3.9 Severability. In the event that any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. 12 3.10 Termination. The provisions of this Agreement shall terminate and be of no further effect upon the earlier to occur of (a) the mutual consent of the Company and Infinity and (b) Infinity ceasing to own or have rights to acquire Registrable Securities. 3.11 Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby. 3.12 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. [The remainder of this page is intentionally left blank.] 13 IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed by their respective officers, duly authorized for such purpose, as of the date first written above. WESTWOOD ONE, INC. By: /s/ David I. Saperstein ------------------------------------------ Name: David I. Saperstein Title: Chief Executive Officer INFINITY BROADCASTING CORPORATION By: /s/ Farid Suleman ------------------------------------------ Name: Farid Suleman Title: Senior Vice President and Chief Financial Officer 14 Schedule 1.3(b) --------------- 1. Registration Rights Agreement, dated as of February 3, 1994, by and between Westwood One, Inc. and Infinity Network Inc. -----END PRIVACY-ENHANCED MESSAGE-----