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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.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
961815107
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(CUSIP Number)
Angeline C. Straka
Vice President, Secretary and
Associate General Counsel
11 Stanwix Street
PITTSBURGH, PENNSYLVANIA 15222 (412) 244-2300
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(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
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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
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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
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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
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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
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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.
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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.
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(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
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SCHEDULE I
Name, business address, and present
principal occupation or employment of
the directors and executive officers of
Westinghouse Electric Corporation:
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<TABLE>
<CAPTION>
Directors
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Present Principal Occupation and
Name, Business Address Address of Employment
- ---------------------- --------------------------------
<S> <C>
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
</TABLE>
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<TABLE>
<CAPTION>
Directors (con't)
-----------------
Present Principal Occupation and
Name, Business Address Address of Employment
- ---------------------- --------------------------------
<S> <C>
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
</TABLE>
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<TABLE>
<CAPTION>
Executive Officers
------------------
Present Principal Occupation and
Name, Business Address Address of Employment
- ---------------------- --------------------------------
<S> <C>
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
</TABLE>
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<TABLE>
<CAPTION>
Executive Officers
------------------
Present Principal Occupation and
Name, Business Address Address of Employment
- ---------------------- --------------------------------
<S> <C>
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
</TABLE>
