-----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, BgcPP+wexhcWTWKXZU5Soclk1XpG2smyk6jhy5lwdS78K6Vry9NyGrw0+vEddKqN GgOC+IHTOFIC2ZXW703scg== 0000909518-07-000862.txt : 20071005 0000909518-07-000862.hdr.sgml : 20071005 20071005165402 ACCESSION NUMBER: 0000909518-07-000862 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071005 DATE AS OF CHANGE: 20071005 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: 1934 Act SEC FILE NUMBER: 005-35899 FILM NUMBER: 071159941 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126412063 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WESTWOOD ONE DELAWARE INC /CA/ DATE OF NAME CHANGE: 19860408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CBS CORP CENTRAL INDEX KEY: 0000813828 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 042949533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: VIACOM INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 mm10-0507_13da7.txt AMENDMENT NO.7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* WESTWOOD ONE, INC. -------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.01 PER SHARE -------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 961815107 -------------------------------------------------------------------------- (CUSIP NUMBER) SUMNER M. REDSTONE NATIONAL AMUSEMENTS, INC. 200 ELM STREET DEDHAM, MASSACHUSETTS 02026 TELEPHONE: (781) 461-1600 WITH A COPY TO: LOUIS J. BRISKMAN, ESQ. CBS CORPORATION 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 TELEPHONE: (212) 975-4321 -------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) OCTOBER 2, 2007 -------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - -------------------------------- -------------------------- CUSIP NO. 961815107 Page 2 of 36 Pages - -------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CBS RADIO NETWORK INC. I.R.S. Identification No. 52-1859471 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 16,000,000 EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 16,000,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,000,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- SCHEDULE 13D - -------------------------------- -------------------------- CUSIP NO. 961815107 Page 3 of 36 Pages - -------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CBS RADIO MEDIA CORPORATION I.R.S. Identification No. 13-2766282 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 16,000,000 EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 16,000,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,000,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- SCHEDULE 13D - -------------------------------- -------------------------- CUSIP NO. 961815107 Page 4 of 36 Pages - -------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CBS RADIO INC. I.R.S. Identification No. 13-4142467 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 18,000,000* EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 18,000,000* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- * Includes 2,000,000 shares underlying warrants that may become exercisable in the next 60 days. SCHEDULE 13D - -------------------------------- -------------------------- CUSIP NO. 961815107 Page 5 of 36 Pages - -------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CBS BROADCASTING INC. I.R.S. Identification No. 13-0590730 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 18,000,000* EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 18,000,000* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- * Includes 2,000,000 shares underlying warrants that may become exercisable in the next 60 days. SCHEDULE 13D - -------------------------------- -------------------------- CUSIP NO. 961815107 Page 6 of 36 Pages - -------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTINGHOUSE CBS HOLDING COMPANY, INC. I.R.S. Identification No. 25-1776511 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 18,000,000* EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 18,000,000* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- * Includes 2,000,000 shares underlying warrants that may become exercisable in the next 60 days. SCHEDULE 13D - -------------------------------- -------------------------- CUSIP NO. 961815107 Page 7 of 36 Pages - -------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CBS CORPORATION I.R.S. Identification No. 04-2949533 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 18,000,000* EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 18,000,000* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- * Includes 2,000,000 shares underlying warrants that may become exercisable in the next 60 days. SCHEDULE 13D - -------------------------------- -------------------------- CUSIP NO. 961815107 Page 8 of 36 Pages - -------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NAIRI, INC. I.R.S. Identification No. 04-3446887 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 18,000,000* EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 18,000,000* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- * Includes 2,000,000 shares underlying warrants that may become exercisable in the next 60 days. SCHEDULE 13D - -------------------------------- -------------------------- CUSIP NO. 961815107 Page 9 of 36 Pages - -------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NATIONAL AMUSEMENTS, INC. I.R.S. Identification No. 04-2261332 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 18,000,000* EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 18,000,000* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- * Includes 2,000,000 shares underlying warrants that may become exercisable in the next 60 days. SCHEDULE 13D - -------------------------------- -------------------------- CUSIP NO. 961815107 Page 10 of 36 Pages - -------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SUMNER M. REDSTONE - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 18,000,000* EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 18,000,000* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- * Includes 2,000,000 shares underlying warrants that may become exercisable in the next 60 days. ITEM 1. SECURITY AND ISSUER This Amendment No. 7 (this "Amendment") amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on May 15, 2000, as amended (the "Schedule 13D"), with respect to the Common Stock, par value $.01 per share (the "Common Shares"), of Westwood One, Inc., a Delaware corporation ("Westwood" or the "Issuer") with its principal executive office located at 40 West 57th Street, New York, New York 10019. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND Item 2 is amended and restated in its entirety as follows: "This Statement is filed by CBS Radio Network Inc. ("CRNI"), CBS Radio Media Corporation ("CRMC"), CBS Radio Inc. ("CBS Radio"), CBS Broadcasting Inc. ("CBSBI"), Westinghouse CBS Holding Company, Inc. (W/CBS HCI"), CBS Corporation ("CBS"), NAIRI, Inc. ("NAIRI"), National Amusements, Inc. ("NAI") and Mr. Sumner M. Redstone ("Mr. Redstone") (collectively, the "Reporting Persons"). CRNI, a Delaware corporation, has its principal executive office at 1515 Broadway, New York, New York 10036. CRNI's principal business is radio broadcasting. 100% of the issued and outstanding stock of CRNI is owned by CRMC. CRMC, a Delaware corporation, has its principal executive office at 1515 Broadway, New York, New York 10036. CRMC's principal business is radio broadcasting. 100% of the issued and outstanding stock of CRMC is owned by CBS Radio. CBS Radio, a Delaware corporation, has its principal executive office at 1515 Broadway, New York, New York 10036. CBS Radio's principal business is radio broadcasting. 100% of the outstanding stock of CBS Radio is owned by CBSBI. CBSBI, a New York corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019. CBSBI's principal businesses are the CBS television network and television broadcasting. 100% of the issued and outstanding stock of CBSBI is owned by W/CBS HCI. W/CBS HCI, a Delaware corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019. W/CBS HCI's principal business is television broadcasting. 100% of the issued and outstanding stock of W/CBS HCI is owned by CBS. CBS, a Delaware corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019, and is a worldwide entertainment company. At February 28, 2007, approximately 76.4% of CBS's Class A Common Stock, par value $.001 per share, and approximately 5.5% of CBS's Class B Common Stock, par value $.001 per share, was owned by NAIRI. NAIRI, a Delaware corporation, has its principal office at 200 Elm Street, Dedham, Massachusetts 02026 and is a company owning and operating movie theaters in the United States whose main assets include its shares of CBS Class A Common Stock and Class B Common Stock. 100% of the issued and outstanding stock of NAIRI is owned by NAI. NAI, a Maryland corporation, has its principal office at 200 Elm Street, Dedham, Massachusetts 02026. NAI's principal businesses are owning and operating movie theaters in the United States, United Kingdom, Russia and South America and holding the common stock of NAIRI. Mr. Redstone is the controlling shareholder of NAI. Page 11 of 36 Sumner M. Redstone is an individual whose business address is c/o National Amusements, Inc., 200 Elm Street, Dedham, Massachusetts 02026. Mr. Redstone's principal occupation is Executive Chairman of the Board of CBS, Chairman of the Board and Chief Executive Officer of NAI and Chairman and President of NAIRI. The executive officers and directors of CRNI, CRMC, CBS Radio, CBSBI, W/CBS HCI, CBS, NAIRI and NAI, as of October 5, 2007, are set forth on Schedules I through VIII attached hereto, containing the following information with respect to each such person: (a) Name; (b) Residence or business address; and (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. During the last five years, none of the Reporting Persons or any person named in any of Schedules I through VIII attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order 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. Each person identified on Schedules I through VIII attached hereto is a citizen of the United States." ITEM 4. PURPOSE OF TRANSACTION Item 4 is amended as follows: "On October 2, 2007, the Issuer entered into a Master Agreement (the "Master Agreement") with CBS Radio. The Master Agreement and the agreements attached as exhibits thereto document a proposed new business relationship between the Issuer and CBS Radio through March 2017. The documentation and the transactions described therein are subject to the approval of the Issuer's shareholders as described in more detail below and such other conditions described in the Master Agreement. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Master Agreement. Subject to the terms and conditions of the Master Agreement, as of the Closing Date and as more particularly described in the Master Agreement, the Issuer and CBS Radio will terminate and/or amend the existing agreements between the parties (such amended agreements and new agreements together with the Master Agreement, the "New Transaction Documents"). Pursuant to the terms of the Master Agreement, each of the existing Management Agreement and Representation Agreement between the parties will terminate on the Closing Date. Thereafter, CBS Radio will cease to manage the Issuer and the Issuer will manage its business directly and separately from CBS Radio, and employ all of its own officers. Additionally, on the Closing Date, CBS Radio shall cause the two CBS Radio employees who serve on the Issuer's Board to resign as directors. At the Closing, all of the warrants to acquire shares of Issuer common stock held by CBS Radio will terminate and CBS Radio will receive registration rights for the 16,000,000 Common Shares beneficially owned by CBS Radio. CBS Radio also has agreed under the terms of the Master Agreement that, prior to December 31, 2007, it will not sell, transfer or otherwise dispose of, or enter into any short sale or other similar transactions with respect to, any Common Shares beneficially owned by CBS Radio. Notwithstanding the foregoing, certain provisions of the existing Management Agreement have been incorporated in the Master Agreement and such provisions will continue in substantially the same manner after the Closing Date. In particular, the provisions of the Management Agreement providing the Issuer with: (i) a right of first refusal to syndicate certain CBS Radio programming will continue through March 2017 and (ii) certain non-competition and non-solicitation rights will continue through March 31, 2010 and March 31, 2012, respectively. Page 12 of 36 Consummation of the Master Agreement and the arrangements described above are subject to customary closing conditions, including the approval of the Issuer's shareholders, which will require the affirmative vote of shareholders owning a majority of the Common Shares and Class B stock of the Issuer, voting together (not including shares owned by CBS Radio or its affiliates), represented in person or by proxy at the Issuer's annual meeting of shareholders to be held for the purpose of approving these arrangements between the Issuer and CBS Radio. The Issuer has informed CBS Radio that it anticipates filing a preliminary proxy statement with the SEC by November 10, 2007, and intends to submit definitive proxy materials to its shareholders at an annual meeting of shareholders to be held early in the first quarter of 2008, at which time the proposed agreements will be voted on by the Issuer's shareholders. Further conditions to closing include the Issuer having adequate financing to conduct its business operations following the Closing and the Issuer paying all undisputed amounts owed to CBS Radio on or prior to the Closing Date. Also, on the Closing Date, the Issuer will pay CBS Radio a lump-sum payment of $5 million. If the Clearance Rate for CBS' top ten markets (as determined by Arbitron) in 2008 is less than 93.75%, the Issuer will have the right to receive $2 million from CBS Radio (or offset such amount against future payments by the Issuer to CBS Radio) after the Clearance Rate for 2008 is finally determined. As described in the Issuer's Quarterly Report on Form 10-Q for the second quarter ended June 30, 2007, the Issuer has informed CBS Radio that it is pursuing a modification or waiver of certain provisions of its existing credit facility (which is also a closing condition under the Master Agreement) and, in connection with the execution of the Master Agreement, is seeking new financing in order to satisfy the financing closing condition. With the exception of the Master Agreement, which was executed and became effective on October 2, 2007, the parties shall execute and deliver the New Transaction Documents on the Closing Date. The Station Agreements shall be effective on the Effective Date, which shall be: (i) the first day of the month in which the Closing Date occurs if the Closing Date falls on the first (1st) through fifteenth (15th) day of a month or (ii) on the first day of the month immediately following the Closing Date if the Closing Date falls on the sixteenth (16th) through the last day of a month. The other New Transaction Documents shall be effective on the Closing Date. The Station Agreements provide that a significant portion of the compensation payable to CBS Radio by the Issuer shall be variable and shall be adjusted based on: (i) the audience levels delivered by CBS Radio owned and operated radio stations (the "CBS Stations") in the case of Network (not Metro Networks) commercial inventory only and (ii) the Clearance Rate of the CBS Stations with respect to both Network (Westwood) and Metro Networks commercial inventory. The "Clearance Rate" refers to the percentage of commercials broadcast by the CBS Stations in accordance with the terms of the applicable agreements. The foregoing description of the Master Agreement does not purport to be complete and is qualified in its entirety by reference to the Master Agreement, a copy of which has been filed as an exhibit to the Issuer's Current Report on Form 8-K filed on October 4, 2007 (the "Westwood 8-K") and is incorporated herein by reference. The New Transaction Documents (other than the Master Agreement) are attached as exhibits to the Master Agreement and, except as noted below, shall continue through March 31, 2017, unless earlier terminated by the express terms set forth in the respective agreements. A brief description of such agreements follows: o Amended and Restated News Programming Agreement. The Amended and Restated News Programming Agreement extends the existing News Programming Agreement with certain modifications as set forth therein. Under this agreement, CBS Radio agrees to provide the Issuer with specified news programming for use by the Issuer's affiliated radio stations (including CBS Stations) and exclusive national terrestrial radio syndication rights to CBS Radio News. In exchange for the foregoing, the Issuer will pay CBS Radio an annual programming fee ($12,458,268, effective April 1, 2008) for each 12-month period of the term of this agreement, subject to an annual increase as set forth in the agreement o Amended and Restated Trademark License Agreement. The Amended and Restated Trademark License Agreement extends the existing Trademark License Agreement with certain modifications as set forth therein. Under this agreement, CBS Radio grants to the Issuer a non-exclusive, fully-paid, royalty-free license to use throughout the United States (i) the name "CBS Radio" and (ii) specified Page 13 of 36 trademarks, logos and service marks in connection with the Issuer's network radio and Metro Networks business and operations as further specified in this agreement. o Mutual General Release and Covenant Not to Sue (the "Release"). Under the Release, the Issuer and CBS Radio release each other from all claims as of the Closing Date (except for certain limited matters described in the Release) that in any way relate to or arise out of (i) Management Claims, (ii) Services Claims, (iii) Competition Claims, (iv) Payment Claims, (v) Other Claims Against CBS Radio and (vi) Other Claims Against the Issuer (in each case, as such terms are defined in the Release). The Issuer and CBS Radio further agree that they will not (with certain limited exceptions set forth in the Release) institute or prosecute any lawsuit, action or other proceeding, or induce others to do so against the other party, which in any way arise out of or relate to any released claims. o Westwood One Affiliation Agreements for CBS Stations. The Westwood One Affiliation Agreements provide that the Issuer will compensate CBS Stations for broadcasting Network commercials at an agreed upon rate per month, which amount is subject to adjustment based on mutually agreed upon annual increases and the audience level delivered by each CBS Station and the Clearance Rate. o Metro Affiliation Agreements (i.e., the Metro Networks Affiliation Agreement for CBS Stations; the News Network Affiliate Agreements for CBS Stations; the Metro Source Network Radio Affiliate Agreements for CBS Stations; and the Traffic Network Affiliate Agreements for CBS Stations (collectively, the "Metro Affiliation Agreements")). The Metro Affiliation Agreements provide that Metro Networks Communications, Inc. ("Metro Networks"), a subsidiary of the Issuer, shall provide CBS Stations with traffic reports and other news and information reports and services as described in such agreements. Under the terms of the Metro Affiliation Agreements, CBS Stations shall broadcast billboards and commercial announcements within, or immediately adjacent to, traffic and information reports broadcast by CBS Stations. As compensation therefor, Metro will pay CBS Radio an agreed upon monthly payment, which payments will escalate on an annual basis pursuant to mutually agreed upon annual increases and adjusted for the Clearance Rate of the CBS Stations. o Amended and Restated Technical Services Agreement. The Amended and Restated Technical Services Agreement extends the existing Technical Services Agreement with certain modifications as set forth therein. Under this agreement, CBS Radio agrees to provide to the Issuer certain services including, but not limited to: (i) origination and production of the CBS Radio News and certain other CBS Radio programming, (ii) provision of the services of certain CBS Radio employees and the use of certain CBS Radio facilities as more specifically described in the Agreement and the related leases for such facilities and (iii) provision of access and use rights to software and hardware, consistent with past practice and as more specifically described in the agreement. o Lease for 524 W. 57th Street. Under this lease and as more specifically described therein, CBS Radio will continue to lease to the Issuer certain premises in the building located at 524 West 57th Street, New York, New York, known as the CBS Radio Broadcast Center. o Lease for 2020 M Street. Under this lease and as more specifically described therein, CBS Radio will continue to lease to the Issuer certain premises in the building located at 2020 M Street, N.W., Washington D.C. o Sublease for 2000 M Street. Under this sublease, which is subject to the consent of the building's landlord, CBS Radio will sublease to the Issuer certain offices in premises located at 2000 M Street, N.W., Washington, D.C. This sublease would expire on December 30, 2012. Page 14 of 36 o Amended and Restated Registration Rights Agreement. The Registration Rights Agreement extends the existing Registration Rights Agreement with certain modifications as set forth therein. Under this agreement, the Issuer grants to CBS Radio demand and piggy-back registration rights with respect to the Common Shares held by CBS Radio and its subsidiaries (the "Registrable Securities"). CBS Radio has the right to require the Issuer on four separate occasions to register such securities under the Securities Act of 1933, as amended, on Form S-3, or if it is a Well-Known Seasoned Issuer, pursuant to an Automatic Shelf Registration Statement. In addition, if the Issuer determines to register any of its securities, either for its own account or for the account of other security holders, the Issuer is obligated to provide CBS Radio with advance notice of such registration and include in such registration all Registrable Securities requested by CBS Radio, subject to cut-back by the Issuer's underwriters on a proportionate basis with all other security holders entitled to a registration of their securities. The foregoing descriptions of the New Transaction Documents (other than the Master Agreement) do not purport to be complete and are qualified in their entirety by reference to such New Transaction Documents, each of which is an exhibit to the Master Agreement and has been filed as a part of an exhibit to the Westwood 8-K and all of which are incorporated herein by reference. There is no guarantee that the New Transaction Documents other than the Master Agreement will be entered into by the Issuer and CBS Radio or the approvals required for the execution of such documents will be obtained. The Reporting Persons have no current plan or proposal that relates to, or would result in, any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D, other than as set forth in this Item 4; however, the Reporting Persons may, at any time and from time to time, purchase additional Common Shares of the Issuer and may dispose of any and all Common Shares of the Issuer held by them, subject to any limitations set forth in applicable agreements." ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is amended as follows: "The information set forth under Item 4 of this Amendment is incorporated by reference into Item 6. Except as described in Item 4 of the Schedule 13D, none of the Reporting Persons have entered into or amended any existing agreement with respect to the Common Shares or other securities of the Issuer since the prior statements on and amendments to Schedule 13D filed by certain of the Reporting Persons and any of their predecessors." ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Master Agreement, dated as of October 2, 2007, by and between CBS Radio Inc. and Westwood One, Inc (incorporated herein by reference to Exhibit No. 2.1 to the Current Report on Form 8-K filed on October 4, 2007 by Westwood One, Inc.). 2. Joint Filing Agreement, dated April 16, 2007, among CBS Radio Network Inc., CBS Radio Media Corporation, CBS Radio Inc., CBS Broadcasting Inc., Westinghouse CBS Holding Company, Inc., CBS Corporation, NAIRI, Inc., National Amusements, Inc. and Sumner M. Redstone (incorporated herein by reference to Exhibit 1 to Amendment No. 6 to the Statement on Schedule 13D filed on April 18, 2007 by the Reporting Persons). Page 15 of 36 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us. Dated: October 5, 2007 CBS RADIO NETWORK INC. By: /s/ WALTER BERGER ------------------------------------------- Name: Walter Berger Title: Executive Vice President and Chief Financial Officer CBS RADIO MEDIA CORPORATION By: /s/ WALTER BERGER ------------------------------------------- Name: Walter Berger Title: Executive Vice President and Chief Financial Officer CBS RADIO INC. By: /s/ WALTER BERGER ------------------------------------------- Name: Walter Berger Title: Executive Vice President and Chief Financial Officer CBS BROADCASTING INC. By: /s/ ANGELINE C. STRAKA ------------------------------------------- Name: Angeline C. Straka Title: Senior Vice President and Secretary WESTINGHOUSE CBS HOLDING COMPANY, INC. By: /s/ ANGELINE C. STRAKA ------------------------------------------- Name: Angeline C. Straka Title: Senior Vice President and Secretary CBS CORPORATION By: /s/ ANGELINE C. STRAKA ------------------------------------------- Name: Angeline C. Straka Title: Senior Vice President, Deputy General Counsel and Secretary Page 16 of 36 NAIRI, INC. By: /s/ SUMNER M. REDSTONE ------------------------------------------- Name: Sumner M. Redstone Title: Chairman and President NATIONAL AMUSEMENTS, INC. By: /s/ SUMNER M. REDSTONE ------------------------------------------- Name: Sumner M. Redstone Title: Chairman and Chief Executive Officer /s/ SUMNER M. REDSTONE ----------------------------------------------- Name: Sumner M. Redstone Individually Page 17 of 36 SCHEDULE I NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS RADIO NETWORK INC. DIRECTORS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Louis J. Briskman CBS Corporation Executive Vice President and General Counsel 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief 51 West 52nd Street Accounting Officer New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Fredric G. Reynolds CBS Corporation Executive Vice President and Chief 51 West 52nd Street Financial Officer New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Dan Mason CBS Radio Inc. President and Chief Executive Officer President and Chief 1515 Broadway CBS Radio Inc. Executive Officer New York, NY 10036 1515 Broadway New York, NY 10036 Anthony G. Ambrosio CBS Corporation Executive Vice President, Human Resources Executive Vice 51 West 52nd Street and Administration President, Human New York, NY 10019 CBS Corporation Resources and 51 West 52nd Street Administration New York, NY 10019 Louis J. Briskman CBS Corporation Executive Vice President and General Counsel Executive Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street Assistant Secretary New York, NY 10019 Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Executive Vice 51 West 52nd Street Financial Officer President and New York, NY 10019 CBS Corporation Assistant Secretary 51 West 52nd Street New York, NY 10019 Page 18 of 36 SCHEDULE I (CONTINUED) NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS RADIO NETWORK INC. EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer Senior Vice President 51 West 52nd Street CBS Corporation and Treasurer New York, NY 10019 51 West 52nd Street New York, NY 10019 Martin D. Franks CBS Corporation Executive Vice President, Planning, Policy Executive Vice 51 West 52nd Street and Government Relations President New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Walter Berger CBS Radio Inc. Executive Vice President and Chief Executive Vice 1515 Broadway Financial officer President and Chief New York, NY 10036 CBS Radio Inc. Financial Officer 1515 Broadway New York, NY 10036 Angeline C. Straka CBS Corporation Senior Vice President, Deputy General Senior Vice 51 West 52nd Street Counsel and Secretary President and New York, NY 10019 CBS Corporation Secretary 51 West 52nd Street New York, NY 10019 Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief Senior Vice 51 West 52nd Street Accounting Officer President and New York, NY 10019 CBS Corporation Controller 51 West 52nd Street New York, NY 10019 Richard M. Jones CBS Corporation Senior Vice President and General Tax Senior Vice 51 West 52nd Street Counsel President and New York, NY 10019 CBS Corporation General Tax Counsel 51 West 52nd Street New York, NY 10019 Page 19 of 36 SCHEDULE II NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS RADIO MEDIA CORPORATION DIRECTORS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Louis J. Briskman CBS Corporation Executive Vice President and General Counsel 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief 51 West 52nd Street Accounting Officer New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial 51 West 52nd Street Officer New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Dan Mason CBS Radio Inc. President and Chief Executive Officer President and Chief 1515 Broadway CBS Radio Inc. Executive Officer New York, NY 10036 1515 Broadway New York, NY 10036 Anthony G. Ambrosio CBS Corporation Executive Vice President, Human Resources Executive Vice 51 West 52nd Street and Administration President, Human New York, NY 10019 CBS Corporation Resources and 51 West 52nd Street Administration New York, NY 10019 Louis J. Briskman CBS Corporation Executive Vice President and General Counsel Executive Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street Assistant Secretary New York, NY 10019 Page 20 of 36 SCHEDULE II (CONTINUED) NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS RADIO MEDIA CORPORATION EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Martin D. Franks CBS Corporation Executive Vice President, Planning, Policy Executive Vice 51 West 52nd Street and Government Relations President New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial Executive Vice 51 West 52nd Street Officer President and New York, NY 10019 CBS Corporation Assistant Secretary 51 West 52nd Street New York, NY 10019 Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer Senior Vice President 51 West 52nd Street CBS Corporation and Treasurer New York, NY 10019 51 West 52nd Street New York, NY 10019 Walter Berger CBS Radio Inc. Executive Vice President and Chief Financial Executive Vice 1515 Broadway officer President and Chief New York, NY 10036 CBS Radio Inc. Financial Officer 1515 Broadway New York, NY 10036 Angeline C. Straka CBS Corporation Senior Vice President, Deputy General Senior Vice President 51 West 52nd Street Counsel and Secretary and Secretary New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief Senior Vice President 51 West 52nd Street Accounting Officer and Controller New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Richard M. Jones CBS Corporation Senior Vice President and General Tax Counsel Senior Vice President 51 West 52nd Street CBS Corporation and General Tax New York, NY 10019 51 West 52nd Street Counsel New York, NY 10019 Page 21 of 36 SCHEDULE III NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS RADIO INC. DIRECTORS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Louis J. Briskman CBS Corporation Executive Vice President and General Counsel 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief 51 West 52nd Street Accounting Officer New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial 51 West 52nd Street Officer New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Dan Mason CBS Radio Inc. President and Chief Executive Officer President and 1515 Broadway CBS Radio Inc. Chief Executive New York, NY 10036 1515 Broadway Officer New York, NY 10036 Anthony G. Ambrosio CBS Corporation Executive Vice President, Human Resources and Executive Vice 51 West 52nd Street Administration President, Human New York, NY 10019 CBS Corporation Resources and 51 West 52nd Street Administration New York, NY 10019 Louis J. Briskman CBS Corporation Executive Vice President and General Counsel Executive Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street Assistant New York, NY 10019 Secretary Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial Executive Vice 51 West 52nd Street Officer President and New York, NY 10019 CBS Corporation Assistant Secretary 51 West 52nd Street New York, NY 10019 Page 22 of 36 SCHEDULE III (CONTINUED) NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS RADIO INC. EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer Senior Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street Treasurer New York, NY 10019 Walter Berger CBS Radio Inc. Executive Vice President and Chief Financial Executive Vice 1515 Broadway Officer President and New York, NY 10036 CBS Radio Inc. Chief Financial 1515 Broadway Officer New York, NY 10036 Martin D. Franks CBS Corporation Executive Vice President, Planning, Policy and Executive Vice 51 West 52nd Street Government Relations President New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Angeline C. Straka CBS Corporation Senior Vice President, Deputy General Counsel Senior Vice 51 West 52nd Street and Secretary President and New York, NY 10019 CBS Corporation Secretary 51 West 52nd Street New York, NY 10019 Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief Senior Vice 51 West 52nd Street Accounting Officer President and New York, NY 10019 CBS Corporation Controller 51 West 52nd Street New York, NY 10019 Richard M. Jones CBS Corporation Senior Vice President and General Tax Counsel Senior Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street General Tax Counsel New York, NY 10019 Page 23 of 36 SCHEDULE IV NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS BROADCASTING INC. DIRECTORS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Louis J. Briskman CBS Corporation Executive Vice President and General Counsel 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief 51 West 52nd Street Accounting Officer New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial 51 West 52nd Street Officer New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Leslie Moonves CBS Corporation President and Chief Executive Officer President 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Anthony G. Ambrosio CBS Corporation Executive Vice President, Human Resources and Executive Vice 51 West 52nd Street Administration President, Human New York, NY 10019 CBS Corporation Resources and 51 West 52nd Street Administration New York, NY 10019 Louis J. Briskman CBS Corporation Executive Vice President and General Counsel Executive Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street Assistant Secretary New York, NY 10019 Page 24 of 36 SCHEDULE IV (CONTINUED) NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS BROADCASTING INC. EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Martin D. Franks CBS Corporation Executive Vice President, Planning, Policy and Executive Vice 51 West 52nd Street Government Relations President New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Harry Isaacs CBS Broadcasting Inc. Senior Vice President, Industrial Relations Executive Vice 7800 Beverly Boulevard CBS Broadcasting Inc. President Los Angeles, CA 90036 51 West 52nd Street New York, NY 10019 Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial Executive Vice 51 West 52nd Street Officer President New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Jonathan H. CBS Broadcasting Inc. Executive Vice President and General Counsel Anschell 7800 Beverly Boulevard CBS Broadcasting Inc. Executive Vice Los Angeles, CA 90036 51 West 52nd Street President, General New York, NY 10019 Counsel and Assistant Secretary Sean McManus CBS News and Sports President, CBS News and Sports Executive Vice 51 West 52nd Street CBS Corporation President New York, NY 10019 51 West 52nd Street New York, NY 10019 Armando Nunez CBS Paramount President, CBS Paramount International Executive Vice International Television President Television CBS Corporation 5555 Melrose Avenue 5555 Melrose Avenue Los Angeles, CA 90038 Los Angeles, CA 90038 Bruce C. Taub CBS Television Executive Vice President Operations, CFO, CBS Executive Vice 51 West 52nd Street Television President and New York, NY 10019 CBS Corporation Chief Financial 51 West 52nd Street Officer New York, NY 10019 Nancy Tellem CBS Paramount Network President Executive Vice Television CBS Paramount Network Television Entertainment President Entertainment Group Group 7800 Beverly Boulevard 7800 Beverley Boulevard Los Angeles, CA 90036 Los Angeles, CA 90036 Page 25 of 36 SCHEDULE IV (CONTINUED) NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS BROADCASTING INC. EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief Senior Vice 51 West 52nd Street Accounting Officer President and New York, NY 10019 CBS Corporation Controller 51 West 52nd Street New York, NY 10019 Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer Senior Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street Treasurer New York, NY 10019 Richard M. Jones CBS Corporation Senior Vice President and General Tax Counsel Senior Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street General Tax Counsel New York, NY 10019 Angeline C. Straka CBS Corporation Senior Vice President, Deputy General Counsel Senior Vice 51 West 52nd Street and Secretary President and New York, NY 10019 CBS Corporation Secretary 51 West 52nd Street New York, NY 10019 Page 26 of 36 SCHEDULE V NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF WESTINGHOUSE CBS HOLDING COMPANY, INC. DIRECTORS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Louis J. Briskman CBS Corporation Executive Vice President and General Counsel 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief 51 West 52nd Street Accounting Officer New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial 51 West 52nd Street Officer New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Leslie Moonves CBS Corporation President and Chief Executive Officer Chairman 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial President 51 West 52nd Street Officer New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Anthony G. Ambrosio CBS Corporation Executive Vice President, Human Resources and Executive Vice 51 West 52nd Street Administration President, Human New York, NY 10019 CBS Corporation Resources and 51 West 52nd Street Administration New York, NY 10019 Page 27 of 36 SCHEDULE V (CONTINUED) NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF WESTINGHOUSE CBS HOLDING COMPANY, INC. EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Louis J. Briskman CBS Corporation Executive Vice President and General Counsel Executive Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street Assistant Secretary New York, NY 10019 Jonathan H. CBS Broadcasting Inc. Executive Vice President and General Counsel Anschell 7800 Beverly Boulevard CBS Broadcasting Inc. Executive Vice Los Angeles, CA 90036 51 West 52nd Street President, General New York, NY 10019 Counsel and Assistant Secretary Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief Senior Vice 51 West 52nd Street Accounting Officer President New York, NY 10019 CBS Corporation 51 West 52nd Street New York, NY 10019 Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer Senior Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street Treasurer New York, NY 10019 Richard M. Jones CBS Corporation Senior Vice President and General Tax Counsel Senior Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street General Tax Counsel New York, NY 10019 Angeline C. Straka CBS Corporation Senior Vice President, Deputy General Counsel Senior Vice 51 West 52nd Street and Secretary President and New York, NY 10019 CBS Corporation Secretary 51 West 52nd Street New York, NY 10019 Page 28 of 36 SCHEDULE VI NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS CORPORATION DIRECTORS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Sumner M. Redstone CBS Corporation Executive Chairman of the Board of CBS 1515 Broadway Corporation, Chairman and Chief New York, NY 10036 Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc. CBS Corporation 1515 Broadway New York, NY 10036 David R. Andelman Lourie and Cutler, P.C. Attorney 60 State Street Lourie and Cutler, P.C. Boston, MA 02109 60 State Street Boston, MA 02109 Joseph A. Califano The National Center on Chairman and President Jr. Addiction and The National Center on Addiction and Substance Abuse at Substance Abuse at Columbia University Columbia University 633 Third Avenue, 19th Floor 633 Third Avenue, 19th New York, NY 10017 Floor New York, NY 10017 William S. Cohen The Cohen Group Chairman and Chief Executive Officer 1200 19th Street, N.W. The Cohen Group Suite 400 1200 19th Street, N.W. Washington, D.C. 20036 Suite 400 Washington, D.C. 20036 Gary L. Countryman Liberty Mutual Chairman Emeritus 175 Berkeley Street Liberty Mutual Boston, MA 02116 175 Berkeley Street Boston, MA 02116 Charles K. Gifford Bank of America Chairman Emeritus 100 Federal Street Bank of America Boston, MA 02110 100 Federal Street Boston, MA 02110 Leonard Goldberg Mandy Films President 9201 Wilshire Mandy Films Boulevard, Suite 206 9201 Wilshire Boulevard, Suite 206 Beverly Hills, CA 90210 Beverly Hills, CA 90210 Page 29 of 36 SCHEDULE VI (CONTINUED) NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS CORPORATION DIRECTORS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Bruce S. Gordon c/o CBS Corporation Retired Verizon Executive; Former President and 51 West 52nd Street Chief Executive Officer of National New York, NY 10019 Association for the Advancement of Colored People c/o CBS Corporation 51 West 52nd Street New York, NY 10019 Linda M. Griego Griego Enterprises, President and Chief Executive Officer Inc. Griego Enterprises, Inc. 644 South Figueroa 644 South Figueroa Street Street Los Angeles, CA 90017 Los Angeles, CA 90017 Arnold Kopelson Kopelson Entertainment Co-Chairman & President 1900 Avenue of the Kopelson Entertainment Stars, Suite 500 1900 Avenue of the Stars, Suite 500 Los Angeles, CA 90067 Los Angeles, CA 90067 Doug Morris Universal Music Group Chairman & CEO 1755 Broadway 1755 Broadway 7th Floor 7th Floor New York, NY 10019 New York, NY 10019 Leslie Moonves CBS Corporation President and Chief Executive Officer 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Shari E. Redstone National Amusements, President of National Amusements, Inc. and Inc. Executive Vice President of NAIRI, Inc. 200 Elm Street National Amusements, Inc. Dedham, MA 02026 200 Elm Street Dedham, MA 02026 Frederic V. Salerno CBS Corporation Retired 51 West 52nd Street Not Applicable New York, NY 10019 Page 30 of 36 SCHEDULE VI (CONTINUED) NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS CORPORATION EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Sumner M. Redstone CBS Corporation Executive Chairman of the Board of CBS Executive Chairman 1515 Broadway Corporation, Chairman and Chief Executive of the Board New York, NY 10036 Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc. CBS Corporation 1515 Broadway New York, NY 10036 Leslie Moonves CBS Corporation President and Chief Executive Officer President and 51 West 52nd Street CBS Corporation Chief Executive New York, NY 10019 51 West 52nd Street Officer New York, NY 10019 Anthony G. Ambrosio CBS Corporation Executive Vice President, Human Resources and Executive Vice 51 West 52nd Street Administration President, Human New York, NY 10019 CBS Corporation Resources and 51 West 52nd Street Administration New York, NY 10019 Louis J. Briskman CBS Corporation Executive Vice President and General Counsel Executive Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street General Counsel New York, NY 10019 Martin D. Franks CBS Corporation Executive Vice President, Planning, Policy and Executive Vice 51 West 52nd Street Government Relations President, New York, NY 10019 CBS Corporation Planning, Policy 51 West 52nd Street and Government New York, NY 10019 Relations Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief Senior Vice 51 West 52nd Street Accounting Officer President, New York, NY 10019 CBS Corporation Controller and 51 West 52nd Street Chief Accounting New York, NY 10019 Officer Page 31 of 36 SCHEDULE VI (CONTINUED) NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CBS CORPORATION EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer Senior Vice 51 West 52nd Street CBS Corporation President, Finance New York, NY 10019 51 West 52nd Street and Treasurer New York, NY 10019 Richard M. Jones CBS Corporation Senior Vice President and General Tax Counsel Senior Vice 51 West 52nd Street CBS Corporation President and New York, NY 10019 51 West 52nd Street General Tax Counsel New York, NY 10019 Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial Executive Vice 51 West 52nd Street Officer President and New York, NY 10019 CBS Corporation Chief Financial 51 West 52nd Street Officer New York, NY 10019 Gil Schwartz CBS Corporation Executive Vice President, Corporate Executive Vice 51 West 52nd Street Communications President, New York, NY 10019 CBS Corporation Corporate 51 West 52nd Street Communications New York, NY 10019 Martin M. Shea CBS Corporation Executive Vice President, Investor Relations Executive Vice 51 West 52nd Street CBS Corporation President, New York, NY 10019 51 West 52nd Street Investor Relations New York, NY 10019 Angeline C. Straka CBS Corporation Senior Vice President, Deputy General Counsel Senior Vice 51 West 52nd Street and Secretary President, Deputy New York, NY 10019 CBS Corporation General Counsel 51 West 52nd Street and Secretary New York, NY 10019 Page 32 of 36 SCHEDULE VII NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF NAIRI, INC. DIRECTORS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED George S. Abrams Winer & Abrams Attorney 60 State Street Winer & Abrams Boston, MA 02109 60 State Street Boston, MA 02109 David R. Andelman Lourie and Cutler, P.C. Attorney 60 State Street Lourie and Cutler, P.C. Boston, MA 02109 60 State Street Boston, MA 02109 Philippe P. Dauman Viacom Inc. President and Chief Executive Officer 1515 Broadway Viacom Inc. New York, NY 10036 1515 Broadway New York, NY 10036 Shari E. Redstone National Amusements, President of National Amusements, Inc. and Inc. Executive Vice President of NAIRI, Inc. 200 Elm Street National Amusements, Inc. Dedham, MA 02026 200 Elm Street Dedham, MA 02026 Sumner M. Redstone National Amusements, Executive Chairman of the Board of CBS Inc. Corporation, Chairman and Chief Executive 200 Elm Street Officer of National Amusements, Inc. and Dedham, MA 02026 Chairman and President of NAIRI, Inc. National Amusements, Inc. 200 Elm Street Dedham, MA 02026 Page 33 of 36 SCHEDULE VII (CONTINUED) NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF NAIRI, INC. EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Sumner M. Redstone National Amusements, Executive Chairman of the Board of CBS Chairman and Inc. Corporation, Chairman and Chief Executive President 200 Elm Street Officer of National Amusements, Inc. and Dedham, MA 02026 Chairman and President of NAIRI, Inc. National Amusements, Inc. 200 Elm Street Dedham, MA 02026 Shari E. Redstone National Amusements, President of National Amusements, Inc. and Executive Vice Inc. Executive Vice President of NAIRI, Inc. President 200 Elm Street National Amusements, Inc. Dedham, MA 02026 200 Elm Street Dedham, MA 02026 Jerome Magner National Amusements, Vice President and Treasurer of National Vice President and Inc. Amusements, Inc. and NAIRI, Inc. Treasurer 200 Elm Street National Amusements, Inc. Dedham, MA 02026 200 Elm Street Dedham, MA 02026 Richard Sherman National Amusements, Vice President of National Amusements, Inc. Vice President and Inc. and NAIRI, Inc. Assistant Secretary 200 Elm Street National Amusements, Inc. Dedham, MA 02026 200 Elm Street Dedham, MA 02026 Tilly Berman National Amusements, Secretary Secretary Inc. National Amusements, Inc. 200 Elm Street 200 Elm Street Dedham, MA 02026 Dedham, MA 02026 Page 34 of 36 SCHEDULE VIII NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF NATIONAL AMUSEMENTS, INC. DIRECTORS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED George S. Abrams Winer & Abrams Attorney 60 State Street Winer & Abrams Boston, MA 02109 60 State Street Boston, MA 02109 David R. Andelman Lourie and Cutler, P.C. Attorney 60 State Street Lourie and Cutler, P.C. Boston, MA 02109 60 State Street Boston, MA 02109 Philippe P. Dauman Viacom Inc. President and Chief Executive Officer 1515 Broadway Viacom Inc. New York, NY 10036 1515 Broadway New York, NY 10036 Shari E. Redstone National Amusements, President of National Amusements, Inc. and Inc. Executive Vice President of NAIRI, Inc. 200 Elm Street National Amusements, Inc. Dedham, MA 02026 200 Elm Street Dedham, MA 02026 Sumner M. Redstone National Amusements, Executive Chairman of the Board of CBS Inc. Corporation, Chairman and Chief Executive 200 Elm Street Officer of National Amusements, Inc. and Dedham, MA 02026 Chairman and President of NAIRI, Inc. National Amusements, Inc. 200 Elm Street Dedham, MA 02026 Page 35 of 36 SCHEDULE VIII (CONTINUED) NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF NATIONAL AMUSEMENTS, INC. EXECUTIVE OFFICERS NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME AND PRINCIPAL ADDRESS OF CORPORATION IN WHICH EMPLOYMENT IS CONDUCTED Sumner M. Redstone National Amusements, Executive Chairman of the Board of CBS Chairman and Chief Inc. Corporation, Chairman and Chief Executive Executive Officer 200 Elm Street Officer of National Amusements, Inc. and Dedham, MA 02026 Chairman and President of NAIRI, Inc. National Amusements, Inc. 200 Elm Street Dedham, MA 02026 Shari E. Redstone National Amusements, President of National Amusements, Inc. and President Inc. Executive Vice President of NAIRI, Inc. 200 Elm Street National Amusements, Inc. Dedham, MA 02026 200 Elm Street Dedham, MA 02026 Jerome Magner National Amusements, Vice President and Treasurer of National Vice President and Inc. Amusements, Inc. and NAIRI, Inc. Treasurer 200 Elm Street National Amusements, Inc. Dedham, MA 02026 200 Elm Street Dedham, MA 02026 Richard Sherman National Amusements, Vice President of National Amusements, Inc. Vice President and Inc. and NAIRI, Inc. Assistant Secretary 200 Elm Street National Amusements, Inc. Dedham, MA 02026 200 Elm Street Dedham, MA 02026 Tilly Berman National Amusements, Secretary Secretary Inc. National Amusements, Inc. 200 Elm Street 200 Elm Street Dedham, MA 02026 Dedham, MA 02026
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