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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(Amendment No. 8)
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 & Deputy General Counsel
CBS Corporation
51 West 52nd Street
New York, New York 10019
(212) 975-4321
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 22, 1999 and October 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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that Section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act.
(Continued on following pages)
(Page 1 of 13 Pages)
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CUSIP No. 961815107 13D Page 2 of 13 Pages
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1 NAME OF REPORTING PERSON: CBS CORPORATION (FORMERLY
WESTINGHOUSE ELECTRIC
CORPORATION)
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY): 25-0877540
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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: Pennsylvannia
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NUMBER OF 7 SOLE VOTING POWER: None
SHARES ------------------- -------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 10,000,000
OWNED BY ------------------- -------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING ------------------- -------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 10,000,000
- ---------------------- -------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
10,000,000
- ---------------------- -------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
- ---------------------- -------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.90%
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14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 961815107 13D Page 3 of 13 Pages
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1 NAME OF REPORTING PERSON: WESTINGHOUSE CBS
HOLDING COMPANY, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY): 25-1776511
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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3 SEC USE ONLY
- ---------------------- -------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF 7 SOLE VOTING POWER: None
SHARES ------------------- -------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 10,000,000
OWNED BY ------------------- -------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING ------------------- -------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 10,000,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
10,000,000
- ---------------------- -------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
- ---------------------- -------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.90%
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14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 961815107 13D Page 4 of 13 Pages
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1 NAME OF REPORTING PERSON: CBS BROADCASTING INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY): 13-0590730
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
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NUMBER OF 7 SOLE VOTING POWER: None
SHARES ------------------- -------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 10,000,000
OWNED BY ------------------- -------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING ------------------- -------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 10,000,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
10,000,000
- ---------------------- -------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.90%
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14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 961815107 13D Page 5 of 13 Pages
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1 NAME OF REPORTING PERSON: INFINITY BROADCASTING
CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY): 13-4030071
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF 7 SOLE VOTING POWER: 2,000,000
SHARES ------------------- -------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 8,000,000
OWNED BY ------------------- -------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 2,000,000
REPORTING ------------------- -------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,000,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
10,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.90%
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14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 961815107 13D Page 6 of 13 Pages
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1 NAME OF REPORTING PERSON: INFINITY MEDIA CORPORATION
(FORMERLY INFINITY
BROADCASTING CORPORATION)
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY): 13-2766282
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
- ---------------------- -------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS: N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF 7 SOLE VOTING POWER: None
SHARES ------------------- -------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 8,000,000
OWNED BY ------------------- -------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: None
REPORTING ------------------- -------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,000,000
- ---------------------- -------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
8,000,000
- ---------------------- -------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.32%
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14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 961815107 13D Page 7 of 13 Pages
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1 NAME OF REPORTING PERSON: INFINITY NETWORK, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY): 52-1859471
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF 7 SOLE VOTING POWER: 8,000,000
SHARES ------------------- -------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY ------------------- -------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 8,000,000
REPORTING ------------------- -------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
8,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.32%
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14 TYPE OF REPORTING PERSON: CO
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CUSIP NO. 961815107
This Amendment No. 8 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, January 10, 1997,
February 19, 1998 and September 2, 1999 (the "Schedule 13D"), by Infinity
Network, Inc. ("INI") (an indirect wholly-owned subsidiary of Infinity
Broadcasting Corporation ("Infinity Broadcasting"), an approximately 82%
indirect subsidiary of CBS Corporation (formerly Westinghouse Electric
Corporation) ("CBS")), Infinity Media Corporation (formerly known as Infinity
Broadcasting Corporation) ("Infinity Media"), and 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 4. PURPOSE OF TRANSACTION
Item 4 is amended to report the vesting of the Second
Management Warrant, as described in Item 5 below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended to report (i) the consummation of the
Metro Merger (as defined below), (ii) the Voting Agreement described below, and
(iii) the vesting of Infinity Broadcasting's Second Management Warrant, as
hereinafter defined, to purchase 1,000,000 shares of Common Stock at a price of
$25.00 per share.
Metro Merger. The merger (the "Metro Merger") of a
wholly-owned subsidiary of the Issuer with and into Metro Networks, Inc.
("Metro") was consummated on September 22, 1999. In the Metro Merger, each
issued and each outstanding share of common stock, par value $.001 per share, of
Metro ("Metro Common Stock") was converted into the right to receive 1.5 shares
of Common Stock. Based on the Issuer's Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on October 1, 1999, an aggregate
of 16,741,480 shares of Metro Common Stock was outstanding immediately prior to
the effective time of the Metro Merger and, accordingly, approximately
25,112,220 shares of Common Stock will be issued pursuant to the Metro Merger.
The percentages of the Common Stock beneficially owned by the reporting persons
as indicated on the cover page of this Amendment No. 8 give effect to the
issuance of shares of Common Stock pursuant to the Metro Merger.
Voting Agreement. On September 22, 1999 Infinity
Broadcasting entered into a Voting Agreement, dated as of September 22, 1999
(the "Voting Agreement"), with David Saperstein ("Saperstein") in connection
with the consummation of the Metro Merger. Pursuant to the Voting Agreement,
Infinity Broadcasting agreed with Saperstein that it would vote (or cause to be
voted) all shares of capital stock of the Issuer owned or controlled by it or
its affiliates that are entitled to vote for the election of directors of the
Issuer, whether then owned or controlled or ownership or control is thereafter
acquired, in favor of the election of Saperstein and his designee (the
"Saperstein Designee") to the Board of Directors of the Issuer, to the extent
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Saperstein and/or the Saperstein Designee have been nominated by the Issuer's
Board of Directors or a committee thereof for election as a director of the
Issuer. As of September 22, 1999 (after giving effect to the Metro Merger), Mr.
Saperstein was the beneficial owner of 11,723,413 shares of Common Stock (the
"Saperstein Shares") and 3,824,625 shares of Series A Convertible Preferred
Stock of the Issuer. Each share of Series A Convertible Preferred Stock is
convertible into one share of Common Stock and is entitled to one vote.
In addition, pursuant to the Voting Agreement, Saperstein
agreed with Infinity Broadcasting that it would vote (or cause to be voted) all
shares of capital stock of the Issuer owned or controlled by it or its
affiliates that are entitled to vote for the election of directors of the
Company, whether then owned or controlled or ownership or control is thereafter
acquired, in favor of the election of such persons as Infinity shall have
selected as designees for election to the Board of Directors of the Issuer
(collectively, "Infinity Designees") to the Board of Directors of the Issuer, to
the extent that the Infinity Designees have been nominated by the Issuer's Board
of Directors or a committee thereof for election as a director of the Issuer. In
addition, each of the parties agreed that it would vote (i) in favor of (A) the
removal from the Issuer's Board of Directors of the Saperstein Designee or an
Infinity Designee, as the case may be, when such removal is demanded by
Saperstein or Infinity Broadcasting, as the case may be, and (B) the election of
a successor designee of Saperstein or Infinity Broadcasting, as the case may be,
to fill any vacancy caused by such removal or by the resignation, death of
disability of the applicable designee and (ii) in opposition to any attempt to
remove (other than for cause) Saperstein or the Saperstein Designee or the
Infinity Designees, as the case may be, without the written consent of the
stockholder who designated the director that is the subject of such attempt to
remove.
The Voting Agreement will terminate upon the earliest to
occur of (a) September 22, 2003, (b) the date as of which Infinity Broadcasting
or Saperstein (each including its affiliates) owns or controls less than 50% of
the number of shares of capital stock of the Issuer owned or controlled by such
stockholder (and its Affiliates) on September 22, 1999 (after giving effect to
the Metro Merger) and (c) the written agreement of each of the parties to
terminate the Voting Agreement.
According to the Schedule 13D filed by Mr. Saperstein on
October 5, 1999, Mr. Saperstein owns an additional 1,575,375 shares of Common
Stock which are pledged to secure certain loans and whose beneficiaries are Mr.
Saperstein's children. Mr. Saperstein disclaims beneficial ownership of such
shares. In such Schedule 13D, Mr. Saperstein also disclaimed beneficial
ownership of his 3,824,625 shares of Series A Convertible Preferred Stock since,
upon conversion of such shares into Common Stock, Mr. Saperstein is required to
repay to the Issuer an equal number of shares of Common Stock that are the
subject of a stock loan made by Metro to Mr. Saperstein and assumed by the
Issuer in connection with the Metro Merger. The Reporting Persons disclaim
9
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beneficial ownership of all shares of Common Stock and Series A Convertible
Preferred Stock owned by Mr. Saperstein.
Management Warrants. On June 1, 1999, as additional
compensation to Infinity Broadcasting under the Management Agreement, dated as
of March 30, 1999, by and between the Issuer and Infinity Broadcasting (the
"Management Agreement"), the Issuer issued to Infinity Broadcasting two warrants
(the "Management Warrants"), each dated as of March 30, 1999, to purchase up to
an aggregate of 2,000,000 shares of Common Stock exercisable as follows: (i) an
aggregate of 1,000,000 shares of Common Stock at a price of $20.00 per share if
the Common Stock reaches a price per share of at least $30.00 on at least twenty
(20) out of thirty (30) consecutive days during which the national securities
exchanges are open for trading (the "First Management Warrant") and (ii) an
aggregate of 1,000,000 shares of Common Stock at a price of $25.00 per share if
the Common Stock reaches a price per share of at least $40.00 on at least twenty
(20) out of thirty (30) consecutive days during which the national securities
exchanges are open for trading (the "Second Management Warrant"). On April 30,
1999, the Common Stock reached a price of at least $30.00 per share on at least
20 out of 30 consecutive days during which the national securities exchanges
were open for trading, and, accordingly, the First Management Warrant vested. On
October 1, 1999 the Common Stock reached a price of at least $40 per share on at
least twenty out of thirty consecutive days during which the national securities
exchanges were open for trading, and, accordingly, the Second Management Warrant
vested. The Management Warrants may be exercised at any time prior to the close
of business on March 31, 2009, after which time such Warrants will terminate.
Item 5 is further amended to report that, (a) effective
September 22, 1999 (i) each of CBS, CBS Holding and CBS Broadcasting indirectly
beneficially owned an aggregate of 9,000,000 shares of Common Stock, (ii)
Infinity Broadcasting beneficially owned an aggregate of 1,000,000 shares
(directly) and 8,000,000 shares (indirectly) of Common Stock, (iii) Infinity
Media indirectly beneficially owned an aggregate of 8,000,000 shares of Common
Stock and (iv) INI directly beneficially owned an aggregate of 8,000,000 shares
of Common Stock and (b) effective October 1, 1999 (i) each of CBS, CBS Holding
and CBS Broadcasting indirectly beneficially owned an aggregate of 10,000,000
shares of Common Stock, (ii) Infinity Broadcasting beneficially owned an
aggregate of 2,000,000 shares (directly) and 8,000,000 shares (indirectly) of
Common Stock, (iii) Infinity Media indirectly beneficially owned an aggregate of
8,000,000 shares of Common Stock and (iv) INI directly beneficially owned an
aggregate of 8,000,000 shares of Common Stock.
As previously reported, the filing persons are aware that
certain executive officers and directors of the filing persons own Common Stock
of Westwood and/or hold options to acquire Common Stock of the Issuer. Item 5 is
further amended to report that as of the date of this filing, these executive
officers and directors beneficially owned 1,178,149 shares of Common Stock.
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Based on the 30,751,035 shares of Common Stock outstanding
as of September 22, 1999, as reported by the Issuer in its Form 8-K filed with
the SEC on October 1, 1999, and assuming the issuance of 25,112,220 shares of
Common Stock in connection with the Metro Merger, CBS, CBS Holding, CBS
Broadcasting and Infinity Broadcasting each were beneficial owners of
approximately 17.90%, and Infinity Media and INI each were the beneficial owners
of approximately 14.32%, of the outstanding shares of Common Stock. INI has sole
power to vote and to dispose or to direct the disposition of 8,000,000 shares of
Common Stock. Infinity Media has shared power to vote and to dispose or to
direct the disposition of 8,000,000 shares of Common Stock. Infinity
Broadcasting has sole power to vote and to dispose or to direct the disposition
of 2,000,000 shares of Common Stock, and shared power to vote and to dispose or
to direct the disposition of 8,000,000 shares of Common Stock. Each of CBS, CBS
Holding and CBS Broadcasting has shared power to vote and to dispose or to
direct the disposition of 10,000,000 shares of Common Stock.
Item 5 is further amended to report that, except for the
exercise by INI of warrants to purchase 3,000,000 shares of Common Stock on
August 20, 1999 (as described in Item 4 of Amendment No. 7 to the Schedule 13D),
no transactions in shares of Common Stock have been effected during the past
sixty days by the filing persons or, to the best of the filing persons'
knowledge, by any person identified in Schedule I to Amendment No. 7 to the
Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended to report the execution of the Voting
Agreement, as described in Item 5 above. The description of the Voting Agreement
does not purport to be complete and is qualified in its entirety by reference to
such agreement attached hereto as Exhibit 1.
Reference is made to the description of the Management
Warrants in Item 5 above. The description of the Management Warrants set forth
in Item 5 does not purport to be complete and is qualified in its entirety by
reference to the Management Warrants attached as Exhibits 2 and 3 to Amendment
No. 7 to the Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Voting Agreement, dated as of September 22, 1999, between David I.
Saperstein and Infinity Broadcasting Corporation.
Any information previously included in the Schedule 13D, as
amended, and not revised or modified as described in this Amendment No. 8,
remains unchanged.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
Amendment No. 8 is true, complete and correct.
Date: October 13, 1999
CBS CORPORATION
By: /s/ Angeline C. Straka
----------------------------------
Angeline C. Straka
Vice President and Secretary
WESTINGHOUSE CBS HOLDING COMPANY, INC.
By: /s/ Angeline C. Straka
----------------------------------
Angeline C. Straka
Vice President and Secretary
CBS BROADCASTING INC.
By: /s/ Angeline C. Straka
----------------------------------
Angeline C. Straka
Vice President and Secretary
INFINITY BROADCASTING CORPORATION
By: /s/ Angeline C. Straka
----------------------------------
Angeline C. Straka
Vice President and Secretary
INFINITY MEDIA CORPORATION
By: /s/ Angeline C. Straka
----------------------------------
Angeline C. Straka
Vice President and Secretary
INFINITY NETWORK, INC.
By: /s/ Angeline C. Straka
----------------------------------
Angeline C. Straka
Vice President and Secretary
12
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EXHIBITS
1. Voting Agreement, dated as of September 22, 1999, between David I.
Saperstein and Infinity Broadcasting Corporation.
13
EXHIBIT 1
VOTING AGREEMENT
This Voting Agreement (the "Agreement") is entered into as
of September 22, 1999 by and between David I. Saperstein ( "Saperstein") and
Infinity Broadcasting Corporation, a Delaware corporation ("Infinity"), as
shareholders of Westwood One, Inc., a Delaware corporation (the "Company").
Saperstein and Infinity are sometimes referred to herein individually as a
"Stockholder" and collectively as the "Stockholders."
WHEREAS, the Company, Copter Acquisition Corp., a wholly
owned subsidiary of the Company ("Merger Sub"), and Metro Networks, Inc.
("Metro") entered into an Agreement and Plan of Merger, dated as of June 1, 1999
(as amended, the "Merger Agreement"; capitalized terms used without definition
herein have the meanings ascribed thereto in the Merger Agreement);
WHEREAS, the Merger Agreement provides, among other things,
for the merger of Merger Sub with and into Metro and, in connection with such
merger, the stockholders of Metro would receive shares of the Company in
exchange for their shares of Metro;
WHEREAS, pursuant to the terms of the Merger Agreement, the
Company agreed to take all necessary action to cause Saperstein and a designee
selected by Saperstein (the "Saperstein Designee") to serve on the Board of
Directors of the Company;
WHEREAS, Saperstein, Charles I. Bortnick, Shane E. Coppola
and the Company have entered into the Company Stockholders Voting Agreement,
pursuant to which Saperstein has agreed, inter alia, to enter into this
Agreement; and
WHEREAS, Infinity and Metro have entered into the Parent
Stockholder Voting Agreement, pursuant to which Infinity has agreed, inter alia,
to enter into this Agreement.
NOW, THEREFORE, in consideration of the of the foregoing
recitals and the mutual covenants and agreement contained herein and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. ELECTION OF DIRECTORS.
(a) To the extent not prohibited by applicable law and the
rules of any securities exchange on which the Company's voting capital stock is
then traded, at each annual or special meeting of the stockholders of the
Company occurring on or after the date of this Agreement at which directors of
the Company are to be elected, or by a consent in writing of such stockholders
in lieu thereof, Infinity agrees to vote (or cause to be voted) all shares of
capital stock of the Company then owned or the voting of which is controlled by
it or its Affiliates (as defined below) that are entitled to vote for the
election of directors of the Company, whether now owned or controlled or if
ownership or control is hereafter acquired, in favor of the election of
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Saperstein and the Saperstein Designee, to the extent Saperstein and/or the
Saperstein Designee has been nominated by the Company's Board of Directors or a
committee thereof, as directors of the Company.
(b) To the extent not prohibited by applicable law and the
rules of any securities exchange on which the Company's voting capital stock is
then traded, at each annual or special meeting of the stockholders of the
Company occurring on or after the date of this Agreement at which directors of
the Company are to be elected, or by a consent in writing of such stockholders
in lieu thereof, Saperstein agrees to vote (or cause to be voted) all shares of
capital stock of the Company then owned or the voting of which is controlled by
him or his Affiliates that are entitled to vote for the election of directors of
the Company, whether now owned or controlled or if ownership or control is
hereafter acquired, in favor of the election of such persons Infinity shall have
selected as designees for election to the Board of Directors of the Company
(collectively, "Infinity Designees"), to the extent the Infinity Designees have
been nominated by the Company's Board of Directors or a committee thereof, as
directors of the Company.
(c) Each of the Stockholders agrees that he or it (as
applicable) shall vote (i) in favor of (A) the removal from the Company's Board
of Directors of the Saperstein Designee or an Infinity Designee, as the case may
be, when such removal is demanded by Saperstein or Infinity, as the case may be,
and (B) the election of a successor designee of Saperstein or Infinity, as the
case may be, to fill any vacancy caused by such removal or by the resignation,
death or disability of the applicable designee and (ii) in opposition to any
attempt to remove (other than for cause) Saperstein or the Saperstein Designee
or Infinity Designees, as the case may be, without the written consent of the
Stockholder who designated the director that is the subject of such attempt to
remove.
(d) As used herein, "Affiliate" shall mean, with respect to
a Stockholder, any person or entity that such Stockholder directly or indirectly
controls.
2. OTHER MATTERS.
(a) Except as expressly provided in Section 1, this
Agreement shall not extend to voting upon questions and matters upon which
stockholders of the Company have a right to vote under the Certificate of
Incorporation or Bylaws of the Company, or otherwise.
(b) Nothing in this Voting Agreement, express or implied,
shall relieve any director of the Company of any fiduciary or other duties or
obligations he or she may have to the Company's stockholders.
(c) Nothing in this Voting Agreement shall be deemed to
restrict or limit in any manner whatsoever the right of a Stockholder to sell,
transfer or otherwise dispose of any shares of capital stock of the Company. For
greater certainty, except to the extent a Stockholder or its Affiliates own or
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control the voting of any shares that are sold, transferred or otherwise
disposed of, the voting obligations set forth in Section 1 of this Agreement
shall not apply to any such shares after such sale, transfer or other
disposition.
3. TERMINATION.
This Agreement shall terminate and be of no further force
or effect upon the earliest to occur of the following: (a) the fourth
anniversary of the date of this Agreement; (b) the date as of which a
Stockholder, including his or its Affiliates, owns or controls less than 50% of
the number of shares of capital stock of the Company entitled to vote for the
directors of the Company owned by such Stockholders (and his or its Affiliates)
on the date hereof (after giving effect to the Merger), as adjusted for stock
dividends, stock splits, recapitalizations or similar type transactions; and (c)
the written agreement of each of the parties hereto agreeing to terminate this
Agreement.
4. REPRESENTATIONS AND WARRANTIES.
Each Stockholder represents and warrants to the other
Stockholder as follows:
(a) Schedule I set forth, opposite such Stockholder's name,
the number and type of shares of each class of capital stock of the Company (the
"Shares") owned or the voting of which is controlled by such Stockholder. Such
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
such Stockholder nor any of his or its Affiliates owns or holds any rights to
acquire any additional shares of any class of capital stock or other securities
of the Company or any interest therein or any voting rights with respect to any
additional shares of any class of capital stock or any other securities of the
Company.
(b) This Agreement has been duly executed and delivered by
a duly authorized officer of such Stockholder or, if the Stockholder is a
natural person, the Stockholder has the legal capacity to execute this
Agreement.
(c) This Agreement constitutes the valid and binding
agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms.
(d) The execution and delivery of this Agreement by such
Stockholder do not violate or breach, and will not give rise to any violation or
breach, of such Stockholder's charter or by-laws, to the extent applicable, or,
except as will not materially impair the ability of such Stockholder to
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effectuate, carry out or comply with all of the terms of this Agreement, any
order, writ, injunction, decree, law, statute, rule or regulation, third party
consent, approval, filing, registration or similar requirement of any court or
tribunal or administrative, governmental or regulatory body, agency or authority
or any agreement or contract by which such Stockholder or his or its assets or
properties are bound.
5. SPECIFIC PERFORMANCE.
It is agreed and understood that monetary damages would not
adequately compensate an injured party for the breach of this Agreement by any
party, that this Agreement shall be specifically enforceable, and that any
breach or threatened breach of this Agreement shall be the proper subject of a
temporary or permanent injunction or restraining order. Each party hereto waives
any claim or defense that there is an inadequate remedy at law for such breach
or threatened breach.
6. GOVERNING LAW.
This Agreement and all amendments hereof shall be governed
by and construed in accordance with the laws of the State of Delaware, without
regard to the conflict of laws rules or provisions.
7. AMENDMENTS AND WAIVERS.
Any term hereof may be amended and the observance of any
term hereof may be waived only with the written consent of each party hereto.
Any amendment or waivers so effected shall be binding upon the Stockholders and
any assignee or transferee thereof.
8. SEVERABILITY.
Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
9. COUNTERPARTS.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
10. MANNER OF VOTING.
The voting of shares pursuant to this Agreement may be
effected in person, by proxy, by written consent, or in any other manner
permitted by applicable law.
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<PAGE>
11. ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES.
This Agreement contains the entire understanding of the
Stockholders, and there are no further or other agreements or understandings,
written or oral, in effect between the Stockholders relating 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.
12. NOTICES.
Any notice required or permitted by this Agreement shall be
in writing and shall be delivered personally or by facsimile or sent prepaid
registered or certified mail, return receipt requested, addressed to the other
party at the address set forth on the signature page to this Agreement or at
such other address for which such party gives notice hereunder. Notices sent by
mail shall be deemed to have been given three (3) days after deposit in the
mail.
13. HEADINGS.
The captions, headings and arrangements contained herein
are for convenience only and do not intend to limit or define the terms and
provisions hereof.
14. COOPERATION.
Each party hereto shall take such further action and shall
execute and deliver such further documents as may be reasonably requested by any
other party in order to carry out the provisions and purposes of this Agreement.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
INFINITY BROADCASTING CORPORATION
By: /s/ Farid Suleman
------------------------------------------
Name: Farid Suleman
Title: Executive Vice President
Address:
40 West 57th Street
New York, New York 10019
Attention: Farid Suleman
/s/ David Saperstein
----------------------------------------------
David Saperstein
Address:
c/o Weinstein, Spira & Company
2200 Five Greenway Plaza
Houston, Texas 77046
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Schedule I
Ownership of Shares
<TABLE>
<CAPTION>
- ------------------------------------------- ---------------------------------------- ----------------------------------------
Name of Stockholder Class and Series Number of Shares
of Capital Stock Beneficially Owned
- ------------------------------------------- ---------------------------------------- ----------------------------------------
<S> <C> <C>
David I. Saperstein Common Stock 11,573,413
- ------------------------------------------- ---------------------------------------- ----------------------------------------
Series A Convertible Preferred Stock 3,824,625
- ------------------------------------------- ---------------------------------------- ----------------------------------------
Infinity Broadcasting Corporation (Shares Common Stock 8,000,000
are owned by Infinity Network, Inc., an
indirect wholly-owned subsidiary of
Infinity Broadcasting Corporation)
- ------------------------------------------- ---------------------------------------- ----------------------------------------
</TABLE>
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<PAGE>
Schedule II
Liens on Shares
3,824,625 shares of Series A Convertible Preferred Stock
and 1,575,375 shares of common stock are pledged under the stock loan agreements
between David Saperstein and the Company (as assignee of Metro Networks, Inc.)
or David Saperstein and certain trusts for the benefit of his children.
525,000 shares of common stock held by Goldman Sachs & Co.
are pledged to secure a loan of $5,000,000 made by Goldman Sachs & Co. to an
entity controlled by Mr. Saperstein.
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