-----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, Up2huT++QFm/InZKUWvdejErtHdr247VCY8NjArNAMdrMNlp9d7+eAWWstEDVWWF 3732ft/uiNL6K5GKlHB86A== 0000950128-97-000019.txt : 19970113 0000950128-97-000019.hdr.sgml : 19970113 ACCESSION NUMBER: 0000950128-97-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970110 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35899 FILM NUMBER: 97504309 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: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122442000 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 SC 13D/A 1 WESTWOOD ONE, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* WESTWOOD ONE, INC. ------------------ (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE -------------------------------------- (Title of Class of Securities) 961815107 --------- (CUSIP Number) Angeline C. Straka Vice President, Secretary and Associate General Counsel 11 Stanwix Street PITTSBURGH, PENNSYLVANIA 15222 (412) 244-2300 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 31, 1996 ---------------- (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 2 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). 2 3 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: N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e): _______ 6. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Reporting Person With: 7. Sole Voting Power: None 8. Shared Voting Power: 9,145,730 9. Sole Dispositive Power: 8,000,000 10. Shared Dispositive Power: None 11. Aggregate Amount Beneficially Owned by Reporting Person: 9,145,730 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: ____ 13. Percent of Class Represented by Amount 28.8% in Row (11): 14. Type of Reporting Person: CO 4 CUSIP No. 961815107 1. Name of Reporting Person: Westinghouse Electric Corporation S.S. or I.R.S. Identification No. of Above Person: 25-0877540 2. Check the Appropriate Box if a Member of a Group (a) X --- (b) --- 3. SEC Use Only 4. Source of Funds: N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e): _______ 6. Citizenship or Place of Organization: Pennsylvania Number of Shares Beneficially Owned by Reporting Person With: 7. Sole Voting Power: None 8. Shared Voting Power: None 9. Sole Dispositive Power: None 10. Shared Dispositive Power: None 11. Aggregate Amount Beneficially Owned by Reporting Person: 9,145,730 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: ____ 13. Percent of Class Represented by Amount 28.8% in Row (11): 14. Type of Reporting Person: CO 5 CUSIP No. 961815107 1. Name of Reporting Person: Infinity Broadcasting Corporation S.S. or I.R.S. Identification No. of Above Person: 13-2766282 2. Check the Appropriate Box if a Member of a Group (a) X --- (b) --- 3. SEC Use Only 4. Source of Funds: None 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e): _______ 6. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Reporting Person With: 7. Sole Voting Power: None 8. Shared Voting Power: None 9. Sole Dispositive Power: None 10. Shared Dispositive Power: None 11. Aggregate Amount Beneficially Owned by Reporting Person: 9,145,730 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: ____ 13. Percent of Class Represented by Amount 28.8% in Row (11): 14. Type of Reporting Person: CO 6 CUSIP No. 961815107 This Amendment No. 5 amends and supplements the statement on Schedule 13D, dated February 14, 1994 and amended on February 10, 1995, December 8, 1995, September 20, 1996 and December 30, 1996 (the "Schedule 13D"), by Infinity Network Inc. ("INI"), a wholly-owned subsidiary of Infinity Broadcasting Corporation ("Infinity") and an indirect wholly-owned subsidiary of Westinghouse Electric Corporation ("Westinghouse") with respect to the common stock, par value $.01 per share ("Common Stock"), of Westwood One, Inc., a Delaware corporation (the "Issuer") as follows: Item 2 is amended to report that on December 31, 1996, the merger (the "Merger") of R Acquisition Corp., a wholly-owned subsidiary of Westinghouse, with and into Infinity was completed. As a result of the Merger, Infinity became a wholly-owned subsidiary of Westinghouse and INI became an indirect wholly-owned subsidiary of Westinghouse. Westinghouse's principal business address is 11 Stanwix Street, Pittsburgh, Pennsylvania 15222. Schedule I of Item 2 is amended by adding the attached Schedule I, which is a list of the directors and executive officers of Westinghouse, setting forth the following information with respect to each such person: (i) name, (ii) business address and (iii) present principal occupation or employment and the name and address of any corporation or other organization in which such employment is conducted. Except for Robert E. Cawthorn and David K. P. Li, who are British citizens, each person identified in Schedule I hereto is a United States citizen. Item 2 is further amended to report that during the last five years, neither Westinghouse, or, to the best of Westinghouse's knowledge, any person identified in Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been subject to a judgment, decree or final order of a judicial or administrative body of competent jurisdiction enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 4 is amended to report that on February 3, 1997 a Purchase Warrant to purchase 1,000,000 shares of the Common Stock at $3.00 per share (subject to adjustment) will vest and be immediately exercisable. On February 3, 1994, pursuant to a Securities Purchase Agreement, dated as of November 4, 1993, 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"). 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, dated as of February 3, 1994, between Infinity Broadcasting Corporation and the Issuer is terminated for any reason other than for cause as described therein. 7 On February 3, 1995, 1,000,000 shares of the Common Stock under the Purchase Warrant vested. The vesting of such shares was reported in Amendment No. 1 to the Schedule 13D. On February 3, 1996, an additional 1,000,000 shares of the Common Stock under the Purchase Warrant vested. This Amendment No. 3 is filed to report the vesting of these shares. On February 3, 1997, the final 1,000,000 shares of Common Stock under the Purchase Warrant will vest and be immediately exercisable. Item 5 is amended to report that effective December 31, 1996, INI beneficially owned an aggregate of 9,145,730 shares of Common Stock and Westinghouse and Infinity indirectly beneficially owned an aggregate of 9,145,730 shares of Common Stock. Included in the shares beneficially owned by INI are 794,000 shares beneficially owned as a result of a Voting Agreement, dated as of February 3, 1994 (the "Voting Agreement"), among the Issuer, Norman J. Pattiz and INI. Under the terms of the voting agreement, 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. According to the Issuer's Proxy Statement, dated April 29, 1996, Mr. Pattiz is the beneficial owner of 794,040 shares of Common Stock, which includes stock options to purchase 75,000 shares of the Common Stock granted pursuant to Mr. Pattiz' previous written employment agreement. In addition, 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. For purposes of calculating the percentage of Common Stock owned by INI, the 75,000 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. Based on the 30,323,990 shares of Common Stock outstanding as of November 1, 1996, as reported by Westwood in its Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 1996, INI, Infinity and Westinghouse were the beneficial owners of approximately 28.8% of the outstanding shares of Common Stock. For purposes of calculating the percentage owned, the final 1,000,000 shares of Common Stock under the Purchase Warrant which will vest on February 3, 1997, were included as outstanding Common Stock. INI has sole power to vote or to direct the vote and to dispose or to direct the disposition of 8,000,000 shares of Common Stock. Item 5 is also amended to report that INI is aware that certain executive officers and directors of Westinghouse and Infinity own Common Stock of Westwood and/or hold options to acquire Common Stock of Westwood. There are no arrangements with respect to voting or the disposition of these shares. Item 5 is further amended to report that except as described in Item 2 and the purchase by Westwood from INI on December 19, 1996 of the Purchase Warrants which vested on February 3, 1996 for $5,750,000, no transactions in shares of Common Stock have been effected during the past sixty days by INI, Infinity, Westinghouse or, to the best of Westinghouse's knowledge, any person identified in Schedule I hereto. Item 6 is amended to report that INI is a wholly-owned subsidiary of Infinity and an indirect wholly-owned subsidiary of Westinghouse. Any information previously included in the Schedule 13D, as amended, and not revised or modified as described in this Amendment No. 5 remains unchanged. 8 (Signature) After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 5 is true, complete and correct. Date: January 10, 1997 INFINITY NETWORK INC. By: /s/ FARID SULEMAN -------------------------- Farid Suleman Vice President-Finance/ Chief Financial Officer 9 SCHEDULE I Name, business address, and present principal occupation or employment of the directors and executive officers of Westinghouse Electric Corporation: ----------------------------------
Directors --------- Present Principal Occupation and Name, Business Address Address of Employment - ---------------------- -------------------------------- Frank C. Carlucci Chairman The Carlyle Group The Carlyle Group 1001 Pennsylvania Avenue, N.W. 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2505 Washington, DC 20004-2505 Robert E. Cawthorn Chairman Rhone-Poulenc Rorer, Inc. Rhone-Poulenc Rorer, Inc. 500 Arcola Road 500 Arcola Road Collegeville, PA 19426 Collegeville, PA 19426 Gary M. Clark Vice Chairman & President Westinghouse Electric Corporation Westinghouse Electric Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 George H. Conrades President and Chief Executive Officer BBN Corporation . BBN Corporation 150 Cambridge Park Drive 150 Cambridge Park Drive Cambridge, MA 02140 Cambridge, MA 02140 William H. Gray III President and Chief Executive Officer The College Fund/UNCF The College Fund/UNCF 8260 Willow Oaks Corporate Drive 8260 Willow Oaks Corporate Drive P.O. Box 10444 P. O. Box 10444 Fairfax, VA 22031 Fairfax, VA 22031 Michael H. Jordan Chairman and Chief Executive Officer Westinghouse Electric Corporation Westinghouse Electric Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222
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Directors (con't) ----------------- Present Principal Occupation and Name, Business Address Address of Employment - ---------------------- -------------------------------- David K. P. Li Deputy Chairman and Chief Executive Bank of East Asia, Limited Bank of East Asia, Limited Bank of East Asia Building Bank of East Asia Building 22nd Floor 22nd Floor 10 Des Voeux Road Central 10 Des Voeux Road Central Hong Kong Hong Kong David T. McLaughlin Chairman and Chief Executive Officer The Aspen Institute The Aspen Institute Carmichael Road Carmichael Road Queenstown, MD 21658 Queenstown, MD 21658 Richard R. Pivirotto President Richard R. Pivirotto Co., Inc. Richard R. Pivirotto Co., Inc. 111 Clapboard Ridge Road 111 Clapboard Ridge Road Greenwich, CT 06830 Greenwich, CT 06830 Paula Stern President The Stern Group, Inc. The Stern Group, Inc. 3314 Ross Place, N.W. 3314 Ross Place, N.W. Washington, DC 20008 Washington, DC 20008 Robert D. Walter Chairman and Chief Executive Officer Cardinal Health, Inc. Cardinal Health, Inc. 555 Glendon Court 555 Glendon Court Dublin, OH 43016 Dublin, OH 43016
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Executive Officers ------------------ Present Principal Occupation and Name, Business Address Address of Employment - ---------------------- -------------------------------- Michael H. Jordan Chairman and Chief Executive Officer Westinghouse Electric Corporation Westinghouse Electric Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 Gary M. Clark President Westinghouse Electric Corporation Westinghouse Electric Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 Frank R. Bakos President - Power Generation Westinghouse Electric Corporation Westinghouse Electric Corporation The Quadrangle The Quadrangle 4400 Alafaya Trail 4400 Alafaya Trail Orlando, FL 32826-2399 Orlando, FL 32826-2399 Louis J. Briskman Senior Vice President and General Counsel Westinghouse Electric Corporation Westinghouse Electric Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 Francis J. Harvey Executive Vice President and Chief Operating Officer Westinghouse Electric Corporation Industries & Technology Group Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222
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Executive Officers ------------------ Present Principal Occupation and Name, Business Address Address of Employment - ---------------------- -------------------------------- Peter A. Lund President & Chief Executive Officer CBS Inc. CBS Inc. President and Chief Executive Officer 51 W. 52nd Street 51 W. 52nd Street New York, NY 10019 New York, NY 10019 Fredric G. Reynolds Executive Vice President Westinghouse Electric Corporation and Chief Financial Officer Westinghouse Building Westinghouse Electric Corporation 11 Stanwix Street Westinghouse Building Pittsburgh, PA 15222 11 Stanwix Street Pittsburgh, PA 15222 Carol V. Savage Vice President and Chief Accounting Officer Westinghouse Electric Corporation Westinghouse Electric Corporation Westinghouse Building Westinghouse Building 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 James F. Watson, Jr. President - Thermo King Thermo King Corporation Thermo King Corporation 314 W. 90th Street 314 W. 90th Street Minneapolis, MN 55420 Minneapolis, MN 55420 Randy H. Zwirn President - Power Generation Westinghouse Electric Corporation Westinghouse Electric Corporation The Quadrangle The Quadrangle 4400 Alafaya Trail 4400 Alafaya Trail Orlando, FL 32826-2399 Orlando, FL 32826-2399
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