WESTWOOD ONE INC /DE/
10-C, 1994-03-18
AMUSEMENT & RECREATION SERVICES
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 10-C
               REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                         INTERDEALER QUOTATION SYSTEM

                 Filed pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934 and
                       Rule 13a-17 or 15d-17 thereunder

                              WESTWOOD ONE, INC.
                              ------------------
                (Exact name of issuer as specified in charter)

           9540 Washington Boulevard, Culver City, California 90232
           --------------------------------------------------------
                   (Address of principal executive offices)

        Issuer's telephone number, including area code: (310) 204-5000

                  I. CHANGE IN NUMBER OF SHARES OUTSTANDING

    Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:

1. Title of security:  Common Stock, $.01 par value

2. Number of shares outstanding before the change:  19,816,096

3. Number of shares outstanding after the change:  24,816,096

4. Effective date of change:  February 3, 1994

5. Method of change:  Sale

    Give brief description of transaction:
       In connection with its acquisition of the Unistar Radio Networks, the
       Company sold 5,000,000 newly issued shares of the Company's Common
       Stock to a wholly-owned subsidiary of Infinity Broadcasting Corporation
       in a privately negotiated transaction. For more detailed discussions of
       the transaction, see the Company's Current Report on Form 8-K dated
       February 3, 1994 (File Number 0-13020) and the Company's January 7,
       1994 proxy statement (File Number 0-13020) which are specifically
       incorporated herein by reference.


Date:  March 18, 1994                              /s/ FARID SULEMAN
                                                   --------------------------
                                                   Farid Suleman
                                                   Chief Financial Officer


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