<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
WESTWOOD ONE, INC.
------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
961815107
---------
(CUSIP Number)
Angeline C. Straka
Vice President, Secretary & Associate General Counsel
11 Stanwix Street
Pittsburgh, Pennsylvania 15222-1384
(412) 244-2300
------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 30, 1997 and January 22, 1998
-----------------------------------
(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-l(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-l(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).
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CUSIP NO. 961815107
- -----------------------------------------------------------------------------
(1) Name of Reporting Persons. S.S. or I.R.S.
Identification No. of Above Person
Infinity Network Inc.,
I.R.S. Identification No. 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 if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -----------------------------------------------------------------------------
Number of (7) Sole Voting Power None
Shares Bene-
ficially --------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 9,100,730
ing Person --------------------------------------------------------
With (9) Sole Dispositive Power
8,000,000
--------------------------------------------------------
(10) Shared Dispositive Power None
- -----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
9,100,730
- -----------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- -----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
26.0%
- -----------------------------------------------------------------------------
(14) Type of Reporting Person CO
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<PAGE> 3
CUSIP NO. 961815107
- -----------------------------------------------------------------------------
(1) Name of Reporting Persons. S.S. or I.R.S.
Identification No. of Above Person
CBS Corporation (formerly Westinghouse Electric Corporation),
I.R.S. Identification No. 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 if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Pennsylvania
- -----------------------------------------------------------------------------
Number of (7) Sole Voting Power None
Shares Bene-
ficially --------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 9,100,730
ing Person --------------------------------------------------------
With (9) Sole Dispositive Power
8,000,000
--------------------------------------------------------
(10) Shared Dispositive Power None
- -----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
9,100,730
- -----------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- -----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
26.0%
- -----------------------------------------------------------------------------
(14) Type of Reporting Person CO
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CUSIP NO. 961815107
- -----------------------------------------------------------------------------
(1) Name of Reporting Persons. S.S. or I.R.S.
Identification No. of Above Person
Infinity Broadcasting Corporation,
I.R.S. Identification No. 13-2766282
- -----------------------------------------------------------------------------
(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 if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -----------------------------------------------------------------------------
Number of (7) Sole Voting Power None
Shares Bene-
ficially --------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 9,100,730
ing Person --------------------------------------------------------
With (9) Sole Dispositive Power
8,000,000
--------------------------------------------------------
(10) Shared Dispositive Power None
- -----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
9,100,730
- -----------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- -----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
26.0%
- -----------------------------------------------------------------------------
(14) Type of Reporting Person CO
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<PAGE> 5
CUSIP No. 961815107
This Amendment No. 6 amends and supplements the statement on Schedule 13D, dated
February 14, 1994 and amended on February 10, 1995, December 8, 1995, September
20, 1996, December 30, 1996 and January 10, 1997 (the "Schedule 13D"), by
Infinity Network Inc. ("INI"), a wholly-owned subsidiary of Infinity
Broadcasting Corporation ("Infinity") and an indirect wholly-owned subsidiary of
CBS Corporation (formerly Westinghouse Electric Corporation) ("CBS") 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. Indemnity and Background
- ---------------------------------
Schedule I of Item 2 is amended by the attached Schedule I, which is a list of
the directors and executive officers of CBS and Infinity, 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 and Jan Leschly who is a Danish citizen, 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
CBS or Infinity, nor, to the best of CBS' and Infinity'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. Purpose of Transaction
- -------------------------------
Item 4 is amended to report (i) the vesting of INI's Third Incentive Warrant, as
hereinafter defined, to purchase 500,000 shares of the Common Stock at $5.00 per
share (subject to adjustment)and (ii) the agreement by the Issuer to purchase
INI's Third Incentive Warrant, as hereinafter defined, for a purchase price of
$12,687,500.
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 three 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) (the "First
Incentive Warrant") if the Common Stock reaches a price of $10.00 per share on
at least 20 out of 30 consecutive trade 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) (the "Second Incentive Warrant") if
the Common Stock reaches a price of $15.00 per share on at least 20 out of 30
consecutive Trading Days; and (iii) 500,000 shares at $5.00 per share (subject
to adjustment) (the "Third Incentive Warrant") if the Common Stock reaches a
price of $20.00 per share on at least 20 out of 30 consecutive Trading Days.
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<PAGE> 6
On April 30, 1997, the Common Stock reached a price of at least $20.00 per share
on at least 20 out of 30 consecutive Trading Days, and, accordingly, the Third
Incentive Warrant 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 January 22, 1998, the Issuer agreed to purchase the Third Incentive Warrant
from INI for a purchase price of $12,687,500.
The First Incentive Warrant and the Second Incentive Warrant were previously
vested and sold to the Issuer.
Item 5. Interest in Securities of the Issuer.
- ----------------------------------------------
Item 5 is amended to report that effective January 22, 1998, INI beneficially
owned an aggregate of 9,100,730 shares of Common Stock and CBS and Infinity
indirectly beneficially owned an aggregate of 9,100,730 shares of Common Stock.
Pursuant to a Voting Agreement, dated as of February 3, 1994, among the Issuer,
Norman J. Pattiz and INI, Mr. Pattiz and INI 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. Included in the shares beneficially owned
by INI are 1,100,730 shares beneficially owned by Mr. Pattiz. According to the
Issuer's Proxy Statement, dated April 30, 1997, Mr. Pattiz is the beneficial
owner of 749,040 shares of Common Stock (which includes stock options to
purchase 145,000 shares of the Common Stock granted to Mr. Pattiz) and 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 145,000 shares underlying Mr. Pattiz' options, the 351,690 shares of Mr.
Pattiz' Class B Stock and the warrants held by INI to purchase up to 3,000,000
shares of Common Stock were included as Common Stock beneficially owned by INI
and outstanding Common Stock.
As previously reported, INI is aware that certain executive officers and
directors of CBS, Infinity and INI own Common Stock of Westwood and/or hold
options to acquire Common Stock of Westwood. Item 5 is further amended to report
that as of the date of this filing, these executive officers and directors
beneficially owned 532,000 shares of Common Stock.
Based on the 31,464,935 shares of Common Stock outstanding as of November 1,
1997, as reported by Westwood in its Quarterly Report on Form 10-Q for its
fiscal quarter ended September 30, 1997, INI, Infinity and CBS were the
beneficial owners of approximately 26.0% of the outstanding shares of Common
Stock. INI has shared power to vote 9,100,730 shares of Common Stock and sole
power to dispose or to direct the disposition of 8,000,000 shares of
Common Stock.
Item 5 is further amended to report that except as described in Item 4, no
transactions in shares of Common Stock have been effected during the past sixty
days by INI, Infinity, CBS or, to the best of CBS' Infinity's, or INI's
knowledge, any person identified in Schedule I hereto.
Page 6 of 15
<PAGE> 7
Any information previously included in the Schedule 13D, as amended, and not
revised or modified as described in this Amendment No. 6 remains unchanged.
(Signature)
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 6 is true, complete and
correct.
Date: February 19, 1998
INFINITY NETWORK INC.
By: /s/ FARID SULEMAN
---------------------------------
Farid Suleman
Vice President-Finance/
Chief Financial Officer
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<PAGE> 8
SCHEDULE I
Name, business address, and present
principal occupation or employment of
the directors and executive officers of
CBS Corporation
---------------
Directors
---------
Frank C. Carlucci, Chairman
The Carlyle Group
1001 Pennsylvania Ave. NW
Suite 220-S
Washington, DC 20004-2505
Robert E. Cawthorn
Managing Director, Global Health
Care Partners
DLJ Merchant Banking Partners LP
Donaldson, Lufkin & Jenrette
401 City Line Avenue, 2nd Floor
Bala Cynwyd, PA 19004-1122
George H. Conrades
Executive Vice President, GTE Corporation and
President, GTE Internetworking
150 Cambridge Park Sr.
Cambridge, MA 02140
William H. Gray III
President and CEO
The College Fund/UNCF
8260 Willow Oaks Corporate Drive
Fairfax, VA 22031
Michael H. Jordan
Chairman and CEO
CBS Corporation
51 W. 52nd Street
New York, NY 10019
Mel Karmazin
Chairman & CEO
CBS Station Group
CBS Corporation
40 W. 57th Street
New York, NY 10019
Page 8 of 15
<PAGE> 9
Jan Leschly
Chief Executive
SmithKline Beecham
1 Franklin Plaza
P. O. Box 7929
Philadelphia, PA 19101
David K. P. Li
Chairman and Chief Executive
The Bank of East Asia, Limited
10 Des Voeux Road
Central
Hong Kong
David T. McLaughlin
President Emeritus
The Aspen Institute
The Gallery - Suite 203
46 Newport Road
New London, NH 03257
Richard R. Pivirotto
President
Richard R. Pivirotto Co., Inc.
111 Clapboard Ridge Rd.
Greenwich, CT 06830
Raymond W. Smith
Chairman & CEO
Bell Atlantic Corporation
1095 Avenue of the Americas
41st Floor
New York, NY 10036
Paula Stern
President
The Stern Group, Inc.
3314 Ross Place NW
Washington, DC 20008
Robert D. Walter
Chairman and CEO
Cardinal Health, Inc.
5555 Glendon Court
Dublin, OH 43016
Page 9 of 15
<PAGE> 10
Executive Officers
------------------
M. H. Jordan
Chairman and Chief Executive Officer
CBS Corporation
51 W. 52nd Street
New York, NY 10019
L. J. Briskman
Senior Vice President & General Counsel
CBS Corporation
11 Stanwix Street
Pittsburgh, PA 15222
M. Karmazin
Chairman and Chief Executive Officer
CBS Station Group
CBS Corporation
40 W. 57th Street
New York, NY 10019
C. W. Pryor, Jr.
President and CEO, Westinghouse Electric Company
CBS Corporation
4350 Northern Pike
Monroeville, PA 15146
F. G. Reynolds
Executive Vice President and
Chief Financial Officer
CBS Corporation
51 W. 52nd Street
New York, NY 10019
C. V. Savage
Vice President and Chief Accounting
Officer
CBS Corporation
11 Stanwix Street
Pittsburgh, PA 15222
R. H. Zwirn
President, Power Generation
CBS Corporation
The Quadrangle
4400 Alafaya Trail
Orlando, FL 32826-2399
Page 10 of 15
<PAGE> 11
SCHEDULE I
Name, business address, and present
principal occupation or employment of
the directors and executive officers of
Infinity Broadcasting Corporation
---------------------------------
<TABLE>
<S> <C>
Directors Business Address and Occupation
- --------- -------------------------------
M. H. Jordan
Chairman and Chief Executive Officer
CBS Corporation
51 W. 52nd Street
New York, NY 10019
L. J. Briskman
Senior Vice President & General Counsel
CBS Corporation
11 Stanwix Street
Pittsburgh, PA 15222
M. Karmazin
Chairman and Chief Executive Officer
CBS Station Group
CBS Corporation
40 W. 57th Street
New York, NY 10019
F. G. Reynolds
Executive Vice President and
Chief Financial Officer
CBS Corporation
51 W. 52nd Street
New York, NY 10019
</TABLE>
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<PAGE> 12
<TABLE>
<CAPTION>
Executive Officers Business Address and Occupation
- ------------------ -------------------------------
<S> <C>
L. J. Briskman
Vice President and Secretary Senior Vice President & General Counsel
CBS Corporation
11 Stanwix Street
Pittsburgh, PA 15222
M. Karmazin
Chairman, President and Chairman and Chief Executive Officer
Chief Executive Officer CBS Station Group
CBS Corporation
40 W. 57th Street
New York, NY 10019
F. G. Reynolds
Vice President Vice President and
Chief Financial Officer
CBS Corporation
51 W. 52nd Street
New York, NY 10019
</TABLE>
Page 12 of 15
<PAGE> 13
<TABLE>
<CAPTION>
Executive Officers Business Address and Occupation
- ------------------ -------------------------------
<S> <C>
F. Suleman
Vice President -- Finance and Chief Financial Officer
Chief Financial Officer CBS Station Group
CBS Corporation
40 W. 57th Street
New York, NY 10019
</TABLE>
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