-----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, WH1A5qZFzKgUz5TTTU30HMviUBKRbtEda01PJG3z7r2QdzaiZVqoh5SlA65NxmzA rnhjclVitvqD9hLExPbUhg== 0000950129-99-002649.txt : 19990615 0000950129-99-002649.hdr.sgml : 19990615 ACCESSION NUMBER: 0000950129-99-002649 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990611 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 SEC ACT: SEC FILE NUMBER: 005-35899 FILM NUMBER: 99645280 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: METRO NETWORKS INC CENTRAL INDEX KEY: 0001016718 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 760505148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: STE 4000 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136212800 MAIL ADDRESS: STREET 1: 2700 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D 1 METRO NETWORKS, INC. FOR WESTWOOD ONE, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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) 961815107 --------- (CUSIP Number) Gary L. Worobow, Esq. Metro Networks, Inc. 681 Fifth Avenue, 10th Floor New York, New York 10022 212-832-9500 ---------------------------- (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) June 1, 1999 ------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] Page 1 of 9 pages 2 SCHEDULE 13D CUSIP NO. 961815107 PAGE 2 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Metro Networks, Inc. 76-0505148 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 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 None BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 8,000,000(1) PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER None ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000,000(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (1) Includes 3,000,000 shares of Common Stock issuable upon the exercise of currently exercisable warrants. 2 3 SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement on Schedule 13D relates is the common stock, $.01 par value (the "Common Stock"), of Westwood One, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 9540 Washington Boulevard, Culver City, California 90232. ITEM 2. IDENTITY AND BACKGROUND. The Reporting Person is Metro Networks, Inc., a Delaware corporation. The Reporting Person's principal business address is 2800 Post Oak Boulevard, Suite 4000, Houston, Texas 77056. The Reporting Person is an outsource provider of traffic reporting services and a supplier of local news, sports, weather, video news and other information programming services to the television and radio broadcast industries. Set forth in Appendix A attached hereto and incorporated herein by reference are the names, business addresses, principal occupation and citizenship of each executive officer and director of the Reporting Person. During the last five years, neither the Reporting Person, nor to the Reporting Person's knowledge, any executive officer or director of the Reporting Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and 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 violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. In order to induce the Reporting Person to enter into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 1, 1999, among the Company, Copter Acquisition Corp. ("CAC"), a wholly-owned subsidiary of the Company, and the Reporting Person, Infinity Broadcasting Corporation ("Infinity"), a stockholder of the Company, entered into a Voting Agreement, dated as of June 1, 1999 (the "Voting Agreement"), with the Reporting Person. The Voting Agreement relates solely to the vote of Infinity's shares of the Company with respect to the issuance of shares of the Company's Common Stock (the "Share Issuance") in connection with the proposed merger of CAC with and into the Reporting Person (the "Merger") as contemplated by the Merger Agreement at the meeting of the Company's stockholders scheduled to be held later in 1999. Infinity entered into the Voting Agreement as a condition to, and in consideration for, the Reporting Person entering into the Merger Agreement and received no other consideration for entering into the Voting Agreement. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person entered into the Voting Agreement for the purpose of facilitating the approval by the stockholders of the Company of the Share Issuance. Infinity has agreed with the Reporting Person to vote (or cause to be voted) all capital stock of the Company held of record or beneficially owned by Infinity or its wholly-owned subsidiaries in favor of the Share Issuance. Infinity has also given the Reporting Person an irrevocable proxy to vote such shares of the Company's capital stock for the foregoing purposes. The Merger Agreement provides, among other things, for the Merger, with the Reporting Person continuing as the surviving corporation in the Merger. In addition, upon the consummation of the Merger, David 3 4 Saperstein, an executive officer and director of the Reporting Person, will become a director of the Company. Pursuant to the Merger, other than shares held in the treasury of the Reporting Person, all shares of capital stock of the Reporting Person will be exchanged for shares of capital stock of the Company. Following consummation of the Merger, the Reporting Person will be a wholly owned subsidiary of the Company. The foregoing descriptions of the Merger Agreement and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the Voting Agreement, a copy of each of which has been files as a exhibit to this Schedule 13D and is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on June 1, 1999, the Reporting Person beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 8,000,000 shares of Common Stock. Such amount includes (i) 5,000,000 shares of Common Stock of which Infinity is the record owner, but which the Reporting Person may be deemed to be the beneficial owner as a result of the Voting Agreement, and (ii) 3,000,000 shares of Common Stock issuable upon the exercise of currently exercisable warrants (the "Warrants") of which Infinity is the record owner, but which the Reporting Person may be deemed to be beneficial owner as a result of the Voting Agreement. Based on 35,054,730 shares of Common Stock outstanding as of June 1, 1999 (as represented by the Company in the Merger Agreement) and 3,000,000 shares of Common Stock issuable upon the exercise of the Warrants, the Reporting Person beneficially owns 21.0% of the outstanding Common Stock of the Company. (b) Pursuant to the Voting Agreement, Infinity agreed with the Reporting Person that Infinity would, among other things, vote (or cause to be voted) all shares of capital stock of the Company held of record or beneficially owned by Infinity or any of its wholly-owned subsidiaries in favor of the Share Issuance. In addition, Infinity agreed to appoint representatives of the Reporting Person as proxies to vote all capital stock of the Company held of record or beneficially owned by Infinity or any of its wholly-owned subsidiaries in favor of the Share Issuance. As a result, and based on the fact that the Voting Agreement relates solely to the vote on the Share Issuance, the Reporting Person shares the power to vote the 5,000,000 shares of Common Stock and the 3,000,000 shares of Common Stock issuable upon the exercise of the Warrants, of which Infinity is the record owner, but which the Reporting Person may be deemed to be the beneficial owner as a result of the Voting Agreement with Infinity. (c) Except as set forth or incorporated by reference herein, neither the Reporting Person, nor, to the best of its knowledge, any executive officer or director of the Reporting Person, has effected any transaction in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than the Merger Agreement, the Voting Agreement and the proxy granted therewith, there are no contracts, understandings, or relationships (legal or otherwise) 4 5 among the persons named in item 2 hereof and between such persons or any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the Common Stock, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. The foregoing descriptions and of the Merger Agreement and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the Voting Agreement, a copy of each of which has been filed as an exhibit to this Schedule 13D and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Voting Agreement, dated as of June 1, 1999, between Metro Networks, Inc. and Infinity Broadcasting Corporation. Exhibit 2 Agreement and Plan of Merger, dated as of June 1, 1999, among Metro Networks, Inc., Copter Acquisition Corp. and Westwood One, Inc. (incorporated by reference to Exhibit 2.1 to the Reporting Person's Report on Form 8-K filed on June 10, 1999). 5 6 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. Dated: June 10, 1999 METRO NETWORKS, INC. By: /s/ David I. Saperstein ---------------------------- 7 APPENDIX A EXECUTIVE OFFICERS AND DIRECTORS OF METRO NETWORKS, INC.
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS --------------------------- ----------------------------------------- David I. Saperstein Chief Executive Officer Executive Officer and Director (USA) Metro Networks, Inc. 2800 Post Oak Blvd. Houston, Texas 77056 Charles I. Bortnick President Executive Officer and Director (USA) Metro Networks, Inc. 2800 Post Oak Blvd. Houston, Texas 77056 Shane E. Coppola Executive Vice President Executive Officer and Director (USA) Metro Networks, Inc. 681 Fifth Avenue, 10th Floor New York, New York 10022 Timothy D. McMillin Senior Vice President and Chief Financial Officer Executive Officer (USA) Metro Networks, Inc. 2800 Post Oak Blvd. Houston, Texas 77056 Gary L. Worobow Senior Vice President, General Counsel Executive Officer and Director (USA) and Secretary Metro Networks, Inc. 681 Fifth Avenue, 10th Floor New York, New York 10022 Ivan N. Shulman Senior Vice President, Marketing Executive Officer (USA) Metro Networks, Inc. 2800 Post Oak Blvd. Houston, Texas 77056 D. Patrick LaPlatney Senior Vice President, Television Executive Officer (USA) Metro Networks, Inc. 2800 Post Oak Blvd. Houston, Texas 77056 John R. Tomlinson Senior Vice President, News Executive Officer (USA) Metro Networks, Inc. Merchandise Mart Plaza, Suite 1547 Chicago, Illinois 60654 James A. Arcara Private Investor Director (USA) 2105 Gulf of Mexico Drive Long Boat, Florida 34228
8 8 Dennis F. Holt President and Chief Financial Officer Director (USA) Western International Media Corporation 8544 Sunset Blvd. Los Angeles, CA 90069 Robert M. Miggins Management Consultant Director (USA) 6414 Senford Avenue Los Angeles, CA 90056 Kenin M. Spivak Chairman and Chief Executive Officer Director (USA) Telemac Corporation 9701 Wilshire Blvd., Suite 1205 Beverly Hills, CA 90212
9 9 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ------- ----------- 1 Voting Agreement, dated as of June 1, 1999, between Metro Networks, Inc. and Infinity Broadcasting Corporation. 2 Agreement and Plan of Merger, dated as of June 1, 1999, among Metro Networks, Inc., Copter Acquisition Corp. and Westwood One, Inc. (incorporated by reference to Exhibit 2.1 to the Reporting Person's Report on Form 8-K filed on June 10, 1999).
EX-99.1 2 VOTING AGREEMENT - DATED JUNE 1, 1999 1 PARENT STOCKHOLDER VOTING AGREEMENT PARENT STOCKHOLDER VOTING AGREEMENT, dated as of June 1, 1999 (this "Agreement"), by and among METRO NETWORKS, INC., a Delaware corporation (the "Company"), and INFINITY BROADCASTING CORPORATION, a Delaware corporation (the "Stockholder"). WHEREAS, concurrently herewith, the Company, Copter Acquisition Corp., a Delaware corporation ("Merger Sub"), and Westwood One, Inc. a Delaware corporation ("Parent"), are entering into an Agreement and Plan of Merger (the "Merger Agreement"; capitalized terms used without definition herein having the meanings ascribed thereto in the Merger Agreement); WHEREAS, among other things, the Merger Agreement provides for the merger (the "Merger") of Merger Sub into the Company, and the Share Issuance pursuant thereto; WHEREAS, the Stockholder is the record and beneficial owner of the number of shares ("Shares") of each class of capital stock of Parent entitled to vote ("Voting Stock") set forth opposite its name in Schedule I hereto; WHEREAS, approval of the Share Issuance by Parent's stockholders is required in order to consummate the Merger; WHEREAS, the Board of Directors of Parent has, prior to the execution of this Agreement, duly and validly approved and adopted the Merger Agreement and the Share Issuance, and has resolved and agreed to recommend to its stockholders that they approve the Share Issuance, and such approval, adoption and recommendation has not been withdrawn; WHEREAS, the Stockholder is executing this Agreement (i) as an inducement to the Company to enter into and execute the Merger Agreement and (ii) in reliance upon the representations, warranties, agreements and covenants of the Company set forth in the Merger Agreement; and WHEREAS, certain holders of shares of the Company capital stock are concurrently executing the Company Stockholder Voting Agreement agreeing to vote for the Merger Agreement as an inducement to Parent to enter into and execute the Merger Agreement. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: Section 1. Agreement to Vote. The Stockholder agrees that, during the term of this Agreement, such Stockholder shall, from time to time, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of Parent, however called, or in connection with any written consent of the 2 holders of any of the Voting Stock, in either case, prior to the earlier of the Effective Time and the termination of this Agreement, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum, and such Stockholder shall vote or consent (or cause to be voted or consented), in person or by proxy, all Shares, and any other voting securities of Parent (whether acquired heretofore or hereafter), that are beneficially owned by such Stockholder or its wholly-owned Affiliates or as to which such Stockholder has, directly or indirectly, the right to vote or direct the voting, in favor of the approval and adoption of the Share Issuance. The Stockholder agrees, during the period commencing on the date hereof and ending on the earlier of the Effective Time and the termination of this Agreement, not to, and not to permit any of its wholly-owned Affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote of Parent, if such consent or vote by the stockholders of Parent would be inconsistent with or frustrate the purposes or terms of this Agreement or the Merger Agreement. In furtherance and not in limitation of the foregoing, the Stockholder hereby grants to, and appoints, the Company and each of Charles I. Bortnick and Shane E. Coppola, in their respective capacities as officers of the Company, and any individual who shall hereafter succeed to any such officer of the Company, and any other designee of the Company, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote the Shares as indicated in this Section 1. The Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. The Stockholder hereby revokes any and all previous proxies with respect to its Shares or any other voting securities of Parent that may relate to the voting of its Voting Stock in accordance with the provisions of this Section 1. Section 2. Exercise of Warrants. Not later than the second business day immediately prior to the date established by the Parent Board as the record date (the "Record Date") for the Parent Stockholders Meeting, the Stockholder shall confer with the Company with respect to the anticipated voting of shares of Parent Common Stock with respect to the Share Issuance. If the Company has not received irrevocable written commitments from stockholders or other evidence satisfactory to the Company that an adequate number of shares of Parent Common Stock to approve the Share Issuance at the Parent Stockholders Meeting, the Company shall so advise the Stockholders in writing not later than the first business day prior to the Record Date and the Stockholder shall, not later than the Record Date, exercise such number of warrants to acquire Parent Common Stock equal to the lesser of (a) such number as shall be reasonably requested by the Company, in its good faith judgment, in order to make it reasonably likely that the Parent Requisite Vote will be obtained and (b) the excess of 3 million minus the number of shares of Parent Common Stock acquired by the Stockholder or its affiliates between the date hereof and the day immediately preceding the Record Date. The provisions of this Section 2 shall automatically be of no further force or effect if holders of shares of Parent Common Stock or Parent Class B Stock enter into one or more voting agreements in favor of the Company substantially to the effect of this Agreement (other than this 3 Section 2) such that the aggregate number of votes represented by such agreements and this Agreement is adequate to achieve the Parent Requisite Vote. Section 3. Restriction on Transfer, Proxies and Non-Interference. Except as contemplated by this Agreement, the Stockholder agrees not to, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect, or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations pursuant to this Agreement or the Company's obligations under the Merger Agreement. Section 4. Further Assurances. Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of its obligations under this Agreement. Section 5. Representations and Warranties of the Company. The Company represents and warrants to the Stockholder as follows: (a) This Agreement has been approved by the Board of Directors of the Company, representing all necessary corporate action on the part of the Company for the execution and performance hereof and thereof by the Company (no action by the stockholders of the Company being required). (b) This Agreement has been duly executed and delivered by a duly authorized officer of the Company. (c) This Agreement constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (d) The execution and delivery of this Agreement by the Company does not violate or breach, and will not give rise to any violation or breach, of the Company's charter or bylaws, or, except as will not materially impair its ability to effectuate, carry out or comply with all of the terms of this Agreement or the Merger Agreement, any Law, Governmental Entity approval or contract by which the Company or its subsidiaries or their respective assets or properties may be bound. Section 6. Representations and Warranties of the Stockholders. The Stockholder represents and warrants to the Company as follows: (a) Schedule I sets forth, opposite the Stockholder's name, the number and type of Shares of which such Stockholder is the record or beneficial owner and the 4 number of votes per share that the Stockholder is entitled to with respect to the Merger Agreement. The Stockholder is the lawful owner of such Shares, free and clear of all liens, charges, options, rights, encumbrances, stockholders agreements, voting agreements, agreements to transfer or otherwise dispose of such Shares and commitments of every kind, other than this Agreement and as disclosed in Schedule II and has the sole power to vote (or cause to be voted) the Shares as set forth in this Agreement. Except as set forth on such Schedule I, neither the Stockholder nor any of its Affiliates owns or holds any rights to acquire any additional shares of any class of Voting Stock or other securities of Parent or any interest therein or any voting rights with respect to any additional shares of Voting Stock or any other securities of Parent. (b) This Agreement has been duly executed and delivered by a duly authorized officer of the Stockholder. (c) This Agreement constitutes the valid and binding agreement of the Stockholder, enforceable against such Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement by the Stockholder does not violate or breach, and will not give rise to any violation or breach, of such Stockholder's charter, by-laws, trust instrument or partnership agreement, to the extent applicable or, except as will not materially impair the ability of such Stockholder to effectuate, carry out or comply with all of the terms of this Agreement, any Law, third party consent, approval, filing, registration or similar requirement of any Governmental Entity or any agreement or contract by which such Stockholder or its assets or properties may be bound. Section 7. Effectiveness and Termination. In the event the Merger Agreement is terminated in accordance with its terms or immediately upon the Effective Time, this Agreement shall automatically terminate and be of no further force or effect. Upon such termination, except for any rights any party may have in respect of any breach by any other party of its obligations hereunder, none of the parties hereto shall have any further obligation or liability hereunder. This Agreement shall continue in full force and effect despite any amendment or other modification of, or any consent or waiver under, the Merger Agreement; provided, however, (A) that any amendment by the parties to the Merger Agreement to (x) the Exchange Ratio or the Merger Consideration (each as defined in Section 2.1(b) of the Merger Agreement), or (y) Article 7 of the Merger Agreement entitled "Termination; Amendment; Waiver" or (B) the waiver on or prior to the Closing Date by Parent of any material condition precedent set forth in Article 6 of the Merger Agreement, shall require the written consent of the Stockholder, failing which this Agreement may be terminated in writing by the Stockholder. In any event, if the Effective Time shall not have occurred on or before the Termination Date, this Agreement may be terminated in writing by the Stockholder and it shall be of no further force or effect as to such Stockholder. Section 8. Voting Agreement. Stockholder agrees that it shall enter into a voting agreement with David Saperstein at the Effective Time pursuant to which the Stockholder shall agree, subject to any applicable laws or regulations of the exchange 5 where the Company's securities are listed, to vote all shares of capital stock of the Company entitled to vote at meetings of the stockholders of the Company for the election of David Saperstein's designees to the Company's Board of Directors, to the extent such designees have been nominated by the Board of Directors or a committee thereof, for election at such meeting. Section 9. Reasonable Best Efforts. To the extent consistent with applicable law, Stockholder agrees to use its reasonable best efforts to cooperate with Parent to cause the Share Issuance to be approved by the stockholders of Parent. Section 10. Miscellaneous. (a) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by cable, telegram, confirmed facsimile or telex, or by first class mail (postage prepaid, return receipt requested), to the other party as follows: if to the Company, to Metro Networks, Inc. 681 Fifth Avenue New York, New York 10022 Attention: Gary Worobow Facsimile: (212) 750-5393 with a copy to: Paul, Hastings, Janofsky & Walker, LLP 399 Park Avenue New York, New York Attention: Neil A. Torpey, Esq. Facsimile: (212) 319-4090 if to Stockholder, to Infinity Broadcasting Corporation 40 West 57th Street New York, New York 10019 Attention: Farid Suleman Facsimile: (212) 314-9336 with a copy to Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153-0119 Attention: Howard Chatzinoff, Esq. Facsimile: (212) 310-8007 or to such other address as the person to whom notice is given may have previously furnished to the other in writing in the manner set forth above. 6 (b) Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. (c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. (d) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (e) Waiver of Jury Trial. Each party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement. (f) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to contracts made, executed, delivered and performed wholly within such state and, in any case, without regard to the principles of conflicts of laws of such state. (g) Severability. If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. (h) Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other parties hereto and the written undertaking of the assignee to be bound by the terms of this Agreement, and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. (i) Submission to Jurisdiction; Waivers. Each of the Company and the Stockholder irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the Chancery or other Courts of the State of Delaware, and each of the Company and the Stockholder hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the Company and the Stockholder hereby 7 irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10(i), (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (j) Specific Performance. The parties hereto acknowledge that irreparable damage would result if this Agreement were not specifically enforced, and they therefore consent that the rights and obligations of the parties under this Agreement may be enforced by a decree of specific performance issued by a court of competent jurisdiction. Such remedy shall, however, not be exclusive and, shall be in addition to any other remedies which any party may have under this Agreement or otherwise. (k) Expenses. Each of the Company and the Stockholder shall bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby. (l) Action in Stockholder Capacity Only. The Stockholder makes no agreement or understanding herein as a director or officer of Parent or in any capacity other than as a stockholder of Parent. The Stockholder signs solely in its capacity as a record holder and beneficial owner of Shares and nothing herein shall limit or affect any actions taken by a representative of such Stockholder in such representative's capacity as an officer or director of Parent. [SIGNATURES BEGIN ON NEXT PAGE] 8 SIGNATURE PAGE TO PARENT STOCKHOLDER VOTING AGREEMENT IN WITNESS WHEREOF, the parties have duly executed this Parent Stockholder Voting Agreement as of the date first above written. METRO NETWORKS, INC. By: /s/ DAVID I. SAPERSTEIN ----------------------------------- Name: David I. Saperstein Title: Chief Executive Officer INFINITY BROADCASTING CORPORATION By: /s/ FARID SULEMAN ----------------------------------- Name: Farid Suleman Title: Chief Financial Officer 9 Schedule I Ownership of Voting Stock
Name and Address Class and Series Number of Shares Number of of Stockholder of Voting Stock Owned Votes per Share - ---------------- ---------------- ---------------- --------------- Infinity Broadcasting common stock 8,000,0001 1 Corporation 40 West 57th Street New York, New York 10019
- ---------------- (1) Includes 3,000,000 shares issuable upon the exercise of warrants to purchase Voting Stock if required pursuant to Section 2 of this Agreement. 10 Schedule II Liens on Shares None -----END PRIVACY-ENHANCED MESSAGE-----