-----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, EAtBgHJwsSxQNHkB0V4afKPStgYGMPZnUIqyH/aaY+ABXxDZ8rmr3ybSr7/90470 a0Ns+XFbnamugpcX4VcX5g== 0000950123-99-009890.txt : 19991110 0000950123-99-009890.hdr.sgml : 19991110 ACCESSION NUMBER: 0000950123-99-009890 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTWOOD ONE INC /DE/ CENTRAL INDEX KEY: 0000771950 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 953980449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35899 FILM NUMBER: 99744046 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: SAPERSTEIN DAVID I CENTRAL INDEX KEY: 0001025882 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: SUITE 4000 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7134076000 MAIL ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: SUITE 4000 CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 WESTWOOD ONE, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 961815 10 7 (CUSIP Number) Neil A. Torpey, Esq. Paul, Hastings, Janofsky & Walker LLP 399 Park Avenue New York, New York 10022 (212) 318-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 19, 1999 and October 26, 1999 (Date of Events which Require 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 [ ] Page 1 of 7 pages 2 SCHEDULE 13D CUSIP No. 961815 10 7 Page 2 of 7 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) David I. Saperstein 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER NUMBER OF 9,630,083 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH None REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 9,630,083 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,630,083 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2% 14 TYPE OF REPORTING PERSON IN 3 This Amendment No. 1 to the Schedule 13D ("Amendment No.1") is being filed by David I. Saperstein (the "Reporting Person") pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, with respect to the common stock, par value $.01 per share (the "Issuer Common Stock") of Westwood One, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 1 supplements, amends and restates information contained in the Schedule 13D originally filed by the Reporting Person on October 5, 1999 (the "Schedule 13D"). Capitalized terms used in this Amendment No. 1 but not otherwise defined have the meaning ascribed to them in the Schedule 13D. The Schedule 13D is supplemented, amended and restated as follows: ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended and restated in its entirety to report the sale of 2,093,330 shares of Issuer Common Stock by the Reporting Person as follows: The Reporting Person acquired the shares of Issuer Common Stock reported herein solely for investment purposes. (a), (e) Pursuant to the Merger Agreement, the Reporting Person received 3,824,625 shares of Issuer Preferred Stock in exchange for 2,549,750 shares of Metro Preferred Stock. By its terms, each share of Issuer Preferred Stock is convertible with no premium into one share of Issuer Common Stock at the option of the holder. However, under the Metro Loan Agreement and the Assignment Agreement, the Reporting Person may not convert the Issuer Preferred Stock into Issuer Common Stock prior to repaying the Metro Stock Loan. The Metro Stock Loan may be repaid only by delivering to the Issuer either the Issuer Preferred Stock or 3,824,625 shares of Issuer Common Stock. See Items 3 and 5. On October 19, 1999, the Reporting Person sold 1,560,000 shares of Issuer Common Stock pursuant to a "brokerage transaction" (the "Brokerage Transaction"), as such term is defined in Rule 144 under the Securities Act of 1933, as amended. Goldman, Sachs & Co. ("Goldman") sold these shares (the "Brokerage Shares") in its capacity as a broker for the Reporting Person. The Brokerage Shares were sold by the Reporting Person for an aggregate amount of $58,500,000, representing an amount equal to $37.50 per Brokerage Share. Also on October 19, 1999, the Reporting Person entered into a letter agreement (the "Letter Agreement") with the Issuer, pursuant to which the Reporting Person sold 533,330 shares of Issuer Common Stock to the Issuer (the "Stock Repurchase") pursuant to the Issuer's stock repurchase program (the "Stock Repurchase Program"). Such shares (the "Repurchase Shares") were sold by the Reporting Person pursuant to the Issuer's Stock Repurchase Program for an aggregate amount of $19,999,875.00, representing an amount equal to $37.50 per Repurchase Share. The Stock Repurchase was consummated on October 26, 1999. (d) Pursuant to the Merger Agreement, the Issuer agreed to add the Reporting Person and one additional person designated by the Reporting Person to its Board of Directors. In connection therewith, on September 22, 1999, the Reporting Person and Infinity Broadcasting -3- 4 Corporation ("Infinity") entered into a voting agreement (the "Voting Agreement"). Pursuant to the Voting Agreement, (1) Infinity agreed to vote all shares of capital stock of the Issuer which Infinity owns or controls and which is entitled to vote thereon in favor of the election of the Reporting Person and a designee appointed by the Reporting Person to the Board of Directors of the Issuer, and (2) the Reporting Person agreed to vote all shares of capital stock of the Issuer which the Reporting Person owns or controls and which is entitled to vote thereon in favor of the election of the person or persons selected by Infinity for election to the Board of Directors of the Issuer. The Voting Agreement will terminate no later than the fourth anniversary of the date thereof. (b), (c), (f), (g), (h), (i) and (j) Not applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended to restate in its entirety as follows: (a) The Reporting Person beneficially owns an aggregate of 9,630,083 shares of Issuer Common Stock, constituting 17.2% of the total class. The shares of Issuer Common Stock reported herein as beneficially owned by the Reporting Person do not include an aggregate of 1,573,375 shares of Issuer Common Stock held by the Trusts, the beneficiaries of which are the children of the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares. In addition, the shares of Issuer Common Stock reported herein as beneficially owned by the Reporting Person do not include the Issuer Preferred Stock owned by the Reporting Person and pledged to the Issuer pursuant to the Metro Loan Agreement and the Assignment Agreement. The Issuer Preferred Stock has not been included among the shares beneficially owned by the Reporting Person because it can only be converted into Issuer Common Stock upon repayment of the Metro Stock Loan. The Reporting Person has no plans at this time to repay the Metro Stock Loan and convert the Issuer Preferred Stock. See items 3 and 4. (b) Except as specified in the Voting Agreement, the Reporting Person has sole voting and dispositive power as to 9,630,083 shares of Issuer Common Stock. (c) Other than as provided herein, no transactions in the Issuer Common Stock were effected by the Reporting Person since the filing of the Schedule 13D Statement. (d) Under the terms of the Metro Loan Agreement, so long as the Metro Stock Loan is outstanding, the Issuer (as assignee of Metro) is entitled to receive distributions, if any, from the 3,824,625 shares of Issuer Common Stock loaned to the Reporting Person. Under the terms of each of the Trust Loan Agreements between the Reporting Person and the Trusts, so long as the Trust Stock Loans are outstanding, the Trusts are entitled to receive distributions, if -4- 5 any, from the 1,575,375 shares of Issuer Common Stock loaned, in the aggregate, to the Reporting Person. (e) Not applicable. ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended to restate in its entirety as follows: 350,000 shares of Metro Common Stock held by Goldman are pledged to secure a loan of $5,000,000 made by Goldman to an entity controlled by the Reporting Person. Pursuant to the Merger Agreement, these shares were converted into the right to receive 525,000 shares of Issuer Common Stock. 500,000 shares of Issuer Common Stock held by Goldman are pledged to secure a loan of approximately $11,300,000 made by Goldman to the Reporting Person. See Items 3, 4(a), (d) and (e) and 5(a) and (d). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (i) Stock Loan and Pledge Agreement, dated as of October 16, 1996, between Metro Networks, Inc. and David I. Saperstein. (ii) Assignment, Assumption and Amendment Agreement dated as of September 22, 1999, among Westwood One, Inc., Metro Networks, Inc. and David I. Saperstein. (iii) Stock Loan and Pledge Agreement, dated as of October 16, 1996, between Michelle Joy Coppola 1994 Trust and David I. Saperstein.(1/) (iv) Merger Agreement, dated as of June 1, 1999, as amended, among Westwood One, Inc., Copter Acquisition Corp. and Metro Networks, Inc. (v) Voting Agreement, dated as of September 22, 1999, between David I. Saperstein and Infinity Broadcasting Corporation. (vi) Letter Agreement, dated as of October 19, 1999, between David I. Saperstein and Westwood One, Inc. - -------- (1/) Except for the names of the parties, the four other Trust Loan Agreements are identical to the Trust Loan Agreement filed herewith and accordingly are not being filed. -5- 6 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. Dated: November 3, 1999 /s/David I. Saperstein ---------------------- David I. Saperstein -6- 7 EXHIBIT INDEX (i) Stock Loan and Pledge Agreement, dated as of October 16, 1996, between Metro Networks, Inc. and David I. Saperstein (incorporated by reference to Exhibit 99.(I) to Metro's Schedule 13D filed with the Securities and Exchange Commission on October 29, 1996). (ii) Assignment, Assumption and Amendment Agreement dated as of September 22, 1999, among Westwood One, Inc., Metro Networks, Inc. and David I. Saperstein (incorporated by reference to Exhibit 99.(II) to Westwood's Schedule 13D filed on October 5, 1999). (iii) Stock Loan and Pledge Agreement, dated as of October 16, 1996, between Michelle Joy Coppola 1994 Trust and David I. Saperstein (incorporated by reference to Exhibit 99.(II) to Metro's Schedule 13D filed with the Securities and Exchange Commission on October 29, 1996). (iv) Merger Agreement, dated as of June 1, 1999, as amended, among Westwood One, Inc., Copter Acquisition Corp. and Metro Networks, Inc. (incorporated by reference to Exhibit 2.1 to the Issuer's Registration Statement on Form S-4 filed with the Securities and Exchange commission on August 20, 1999). (v) Voting Agreement, dated as of September 22, 1999, between David I. Saperstein and Infinity Broadcasting Corporation (incorporated by reference to Exhibit 99.(V) to Westwood's Schedule 13D filed on October 5, 1999). (vi) Letter Agreement, dated as of October 19, 1999, between David I. Saperstein and Westwood One, Inc. -7- EX-99.VI 2 LETTER AGREEMENT: SAPERSTEIN/WESTWOOD ONE, INC. 1 WESTWOOD ONE, INC. 40 WEST 57TH STREET NEW YORK, NEW YORK 10019 October 19, 1999 Mr. David I. Saperstein c/o Metro Networks, Inc. Suite 4000 2800 Oak Post Boulevard Houston, Texas 77056 Dear Mr. Saperstein: This letter agreement confirms that on October 26, 1999 (the "Closing Date"), Westwood One, Inc. (the "Company") will acquire from David I. Saperstein ("Saperstein") 533,330 shares of common stock, par value $0.01 per share, of the Company (the "Shares") pursuant to the Company's stock repurchase program. The purchase price for the Shares shall be an aggregate amount equal to $19,999,875.00 (the "Purchase Price"), representing an amount equal to $37.50 per Share. 1. Closing. The Purchase Price shall be payable to Saperstein on the Closing Date by wire transfer of immediately available funds to an account or accounts designated by Saperstein. On the Closing Date, Saperstein shall cause to be delivered to the Company, free and clear of any and all liens, 100% of the Shares. 2. Ownership, Title and Transfer of Shares. As of the date hereof Saperstein is, and as of the Closing Date Saperstein will be, the record and beneficial owner of the Shares, free and clear of any and all liens, and as of the date hereof Saperstein has, and as of the Closing Date Saperstein will have, the requisite capacity, power and authority to sell, transfer and deliver the Shares as provided in this letter agreement. The delivery of the Shares by Saperstein to the Company will convey to the Company good and marketable title of such Shares, free and clear of any and all liens. 3. No Reliance; Assumption of Risk. Saperstein (i) has initiated and desires to consummate the sale of the Shares to the Company, (ii) is satisfied fully with the Purchase Price and agrees that such Purchase Price is fair and reasonable, (iii) is selling the Shares for his own account, (iv) is assuming voluntarily all risks associated with the sale of the Shares and is not relying on any disclosure (or non-disclosure) made (or not made) in connection with or arising out of the purchase of the Shares, and (v) does not and will not have or assert any claims against the Company or any of its affiliates for any additional compensation or payments for any reason whatsoever in connection with the sale of the Shares. 2 4. Investigation. Saperstein has conducted his own investigation, to the extent that he has determined necessary or desirable, in connection with his sale of the Shares to the Company and has determined to enter into and complete such transaction based on, among other things, such investigation. 5. Governing Law. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. 6. Counterparts. This letter agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. Very truly yours, WESTWOOD ONE, INC. By: /s/ Farid Suleman ------------------------- Name: Farid Suleman Title: Executive Vice President, Chief Financial Officer and Secretary Accepted and Agreed as of this 25th day of October, 1999: /s/ David I. Saperstein - -------------------------------- David I. Saperstein -----END PRIVACY-ENHANCED MESSAGE-----