-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, U34RMC8xYrSp4VbR7O8Tf5TzboBuCkTpVVGrX98M73zvXtDcVHL+m6AlRdc+ztLY 0pCsXLRPJ6dN2aZKkCJSuw== 0000918973-95-000006.txt : 19950515 0000918973-95-000006.hdr.sgml : 19950515 ACCESSION NUMBER: 0000918973-95-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950210 SROS: NASD 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: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35899 FILM NUMBER: 95508726 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: INFINITY NETWORK INC CENTRAL INDEX KEY: 0000918973 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127506400 MAIL ADDRESS: STREET 1: 600 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.1 Westwood One, Inc. __________________ (Name of Issuer) Common Stock, Par Value $.01 Per Share ______________________________________ (Title of Class Securities) 961815107 _________ (CUSIP Number) Farid Suleman Vice President Finance 600 Madison Avenue New York, New York 10022 (212)750-6400 ______________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 3, 1995 and September 27, 1994 _______________________________________ (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(b)(3) or (4), check the following box . ____ Check the following box if a fee is being paid with the statement . (A fee ____ is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). CUSIP No. 961815107 1. Name of Reporting Person: Infinity Network Inc. S.S. or I.R.S Identification No. of Above Person: 52-1859471 2. Check the Appropriate Box if a Member of a Group (a) X (b) ___ ___ 3. SEC Use Only 4. Source of Funds: 00 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 Number of Shares Beneficially Owned by Reporting Person With: 7. Sole Voting Power: None 8. Shared Voting Power: 8,415,690 9. Sole Dispositive Power: 6,500,000 10. Shared Dispositive Power: None 11. Aggregate Amount Beneficially Owned by Reporting Person: 8,415,690 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:____ 13. Percent of Class Represented by Amount in Row (11): 25.4% 14. Type of Reporting Person: CO CUSIP No. 961815107 Item 1. Security and Issuer. ___________________ The title of the class of equity securities to which this statement relates is the common stock, par value $.01 per share ("Common Stock"), of Westwood One, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 9540 Washington Boulevard, Culver City, CA 90232. Item 2. Identity and Background. _______________________ (a) Name: The name of the person filing this statement is Infinity Network Inc. ("INI"). Each of the following persons (collectively, the "Executive Officers and Directors") is an executive officer or director of INI or Infinity Broadcasting Corporation, a Delaware corporation and the sole stockholder of INI ("Infinity"): Gerald Carrus Michael A. Wiener Mel Karmazin Farid Suleman Alan R. Batkin Steven A. Lerman James L. Singleton James A. Stern Jeffrey Sherman (b) Principal Business or Occupation: The present principal business of each of INI and Infinity is radio broadcasting and related businesses. Set forth below are the present principal occupations or employment of the Executive Officers and Directors: Gerald Carrus is Chairman of the Board, Treasurer and a director of Infinity. He is also Chairman of the Board, Treasurer and director of INI. Michael A. Wiener is Co-Chairman of the Board, Secretary and a director of Infinity. He is also Co-Chairman of the Board, Secretary and a director of INI. Mel Karmazin is President, Chief Executive Officer and a director of Infinity. He is President and a director of INI. He is also Chief Executive Officer and a director of the Issuer. CUSIP No. 961815107 Farid Suleman is Vice President-Finance, Chief Financial Officer and a director of Infinity. He is Vice President-Finance and Assistant Secretary of INI. He is also Chief Financial Officer and a director of the Issuer. Alan R. Batkin is a director of Infinity. He is Vice Chairman of Kissinger Associates, Inc., a business engaged in strategic geopolitical consulting. Steven A. Lerman is a director of Infinity. He is a member of Leventhal, Senter & Lerman, a law firm which regularly serves as outside counsel to Infinity with respect to certain matters, particularly matters before the Federal Communications Commission. Jeffrey Sherman is a director of Infinity. He is the president and Chief Operating Officer of Bloomingdale's. James L. Singleton is director of Infinity. He is the Vice Chairman of the Cypress Group Inc. James A. Stern is a director of Infinity. He is the Chairman of The Cypress Group Inc. (c) Business Addresses: The current address of each of INI's and NYNY Infinity's principal business and office is 600 Madison Avenue, New York, NY 10022. The following are the current business addresses of the Executive Officers and Directors: Gerald Carrus c/o Infinity Broadcasting Corporation 600 Madison Avenue New York, NY 10022 Michael A. Wiener c/o Infinity Broadcasting Corporation 600 Madison Avenue New York, NY 10022 Mel Karmazin c/o Infinity Broadcasting Corporation 600 Madison Avenue New York, NY 10022 CUSIP No. 961815107 Farid Suleman c/o Infinity Broadcasting Corporation 600 Madison Avenue New York, NY 10022 Alan R. Batkin c/o Kissinger Associates, Inc. 350 Park Avenue New York, NY 10022 Steven A. Lerman Leventhal, senter & Lerman Suite 600 2000 K Street, N.W. Washington, D.C. 2006-1809 Jeffrey Sherman Bloomingdale's 1000 Third Avenue New York, NY 10022 James L. Singleton The Cypress Group Inc. 425 Lexington Avenue New York, NY 10017 James A. Stern The Cypress Group Inc. 425 Lexington Avenue New York, NY 10017 (d) No convictions in criminal proceedings: During the last five years, none of INI, Infinity and the Executive Officers and Directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No securities laws violation: During the last five years, none of INI, Infinity and the Executive Officers and Directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where the result of such proceeding was the imposition of 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. CUSIP No. 961815107 (f) State of Organization or Citizenship: INI and Infinity are organized under the laws of the State of Delaware. Item 3. Source and Amount of Funds and Other Consideration __________________________________________________ Not applicable. Item 4. Purpose of Transaction. ______________________ This Amendment No.1 is filed to report the vesting of Incentive Warrants, as hereinafter defined, to purchase 500,000 shares of the Common Stock at $3.00 per share (subject to adjustment) and the vesting of a Purchase Warrant, as hereinafter defined, to purchase 1,000,000 shares of the Common Stock at $3.00 per share (subject to adjustment). Incentive Warrants __________________ On February 3, 1994, as incentive compensation under the Management Agreement dated as of February 3, 1994 (the "Management Agreement"), between Infinity and the Issuer, the Issuer issued to INI warrants (collectively, the "Incentive Warrants") to purchase up to an aggregate of 1,500,000 shares of the Common Stock exercisable as follows: (i) 500,000 shares at $3.00 per share (subject to adjustment) if the _ Common Stock reaches a price of $10.00 per share on at least 20 out of 30 consecutive trading days during which the national securities exchanges are open for trading ("Trading Days"); (ii) 500,000 shares at $4.00 per __ share (subject to adjustment) if the Common Stock reaches a price of $15.00 per share on at least 20 out of 30 Trading Days; and (iii) 500,000 shares ___ at $5.00 per share (subject to adjustment) if the Common Stock reaches a price of $20.00 per share on at least 20 out of 30 Trading Days. On September 27, 1994, the Common Stock reached a price of at least $10.00 per share on at least 20 out of 30 consecutive Trading Days, and, accordingly, an Incentive Warrant to purchase 500,000 shares of the Common Stock at $3.00 per share vested. Such Incentive Warrant may be exercised at any time prior to the close of business on February 3, 2004, after which time such Incentive Warrant will terminate. On February 3, 1994, pursuant to a Securities Purchase Agreement, dated as of November 4, 1994, between the Issuer and INI, INI purchased a warrant to purchase, for a period of ten years after February 3, 1994, up to an aggregate of 3,000,000 shares of the Common Stock at an exercise price of $3.00 per share, subject to adjustment (the "Purchase Warrant"). CUSIP No. 961815107 The Purchase Warrant will become exercisable in three equal annual installments of 1,000,000 shares commencing on February 3 of each of 1995, 1996 and 1997, subject to adjustment in certain events as set forth therein. The Purchase Warrant will become immediately exercisable with respect to all shares of underlying Common Stock if the Management Agreement is terminated for any reason other than for cause. On February 3, 1995, 1,000,000 shares of the Common Stock under the Purchase Warrant vested. Item 5. Interest in Securities of the Issuer. ____________________________________ (a) Aggregate Number and Percentage Owned. __________________________________________ See Items 11 and 13 of the cover page attached hereto for the aggregate number and percentage of the Common Stock held by INI as a result of the vesting described above. Pursuant to a Voting Agreement, dated as of February 3, 1994 (the "Voting Agreement"), among the Issuer, Norman J. Pattiz and INI, INI and Mr. Pattiz 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. Mr. Pattiz is the beneficial owner of 1,915,690 shares of Common Stock, which includes stock options to purchase 595,000 shares of the Common Stock granted pursuant to Mr. Pattiz' previous written employment agreement. Mr. Pattiz is also the beneficial owner of 351,690 shares of the Issuer's Class B Stock, par value $.01 per share ("Class B Stock"). Each share of Class B Stock is convertible into one share of the Common Stock. As a result of the vesting described in Item 4 and Mr. Pattiz' beneficial ownership, INI beneficially owns 8,415,690 shares of Common Stock or approximately 25.4% of the outstanding Common Stock, having sole dispositive power over 6,500,000 shares and shared voting power with Mr. Pattiz over 8,415,690 shares. For purposes of calculating the percentage of Common Stock owned by INI, the 595,000 shares underlying Mr. Pattiz' options and the 351,690 shares of Mr. Pattiz' Class B Stock were included as Common Stock beneficially owned by INI and outstanding Common Stock. (b) Voting and Investment Power ___________________________ See Items 7-10 of the cover pages attached hereto and Item 5(a) above for the number of shares of the Common Stock as to which INI has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or direct the disposition. CUSIP No. 961815107 (c) Description of Transactions. ___________________________ See Item 4 for a description of the transaction pursuant to which the right of INI to acquire additional shares of the Common Stock vested. (d) Dividends, Proceeds, etc. Not applicable. (e) Date ceased to be beneficial owner Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with _____________________________________________________________ respect to Securities of the Issuer. ____________________________________ See Item 4. Item 7. Material to be Filed as Exhibits. ________________________________ Exhibit 4 -- Purchase Warrant, dated as of February 3, 1994, issued by the Issuer to INI, to purchase 3,000,000 shares of Common Stock at an exercise price of $3.00 per share. (This exhibit can be found as Exhibit 4 to the Issuer's Schedule 13D filed on February 14, 1994 and is incorporated herein by reference.) Exhibit 5 -- Incentive Warrant, dated as of February 3, 1994, issued by the Issuer to Infinity or its designated affiliate, to purchase 500,000 shares of Common Stock at an exercise price of $3.00 per share. (This exhibit can be found as Exhibit 5 to the Issuer's Schedule 13D filed on February 14, 1994 and is incorporated herein by reference.) 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. February 8, 1995 ________________ _____________________________________ Date Farid Suleman Vice President-Finance and Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----