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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 1994
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-13020 95-3980449
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9540 Washington Boulevard, Culver City, California 90232
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 204-5000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 3, 1994, Westwood One, Inc. ("WWO") acquired all of the
issued and outstanding common stock of Unistar Radio Networks, Inc. ("Unistar")
from Unistar Communications Group, Inc. for $16,589,235 and the assumption
of Unistar's indebtedness in the amount of $84,710,765. WWO acquired all
of Unistar's rights in, and obligations with respect to, the property and
assets owned, leased or used by it in connection with Unistar's radio network
business, which business includes, among other things, Unistar's radio
programming in a variety of formats provided to affiliate radio stations, and
the packaging of radio programming formats into "networks" offered by Unistar
to advertisers.
Funds to complete the acquisition were obtained from a new credit
agreement in the amount of $125,000,000 with The Chase Manhattan Bank, The
First National Bank of Boston and the Bank of Montreal.
In connection with the acquisition, WWO also sold to Infinity Network,
Inc., a wholly-owned subsidiary of Infinity Broadcasting Corporation, 5,000,000
newly issued shares of WWO's Common Stock for an aggregate purchase price of
$15,000,000 and a warrant to purchase up to an additional 3,000,000 shares of
Common Stock at an exercise price of $3.00 per share.
Concurrent with the acquisition, WWO entered into a management
agreement with Infinity Broadcasting Corporation pursuant to which Infinity
will manage the business and operations of WWO for an annual base management
fee of $2,000,000 (adjusted for inflation), an annual cash bonus payable in the
event certain cash flow targets are achieved and warrants to purchase up to
1,500,000 shares of Common Stock. Additionally, a voting agreement was entered
into among WWO, Norman J. Pattiz and Infinity Network, Inc. pursuant to which
the Board of Directors will be reconstituted into a nine-member board, and
providing for Mr. Pattiz to vote his shares of Class B stock on any matter to
be presented to the shareholders in accordance with the recommendation of the
majority of the full Board of Directors.
For a more detailed discussion of the transaction, see the WWO January
7, 1994 proxy statement (File Number 0-13020) which is specifically
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Financial statements for the acquired business are incorporated herein
by reference from pages F-19 through F-36 of the WWO January 7, 1994 proxy
statement (File Number 0-13020).
(b) Pro Forma Financial Information.
Pro forma financial information is not available at this time but will
be filed as soon as practicable and in no event later than April 15, 1994.
(c) Exhibits.
Proxy Statement dated January 7, 1994 previously filed with the
Commission (File Number 0-13020) incorporated herein by reference which
includes the following agreements, each of which is herein incorporated by
reference; i) Stock Purchase Agreement between WWO and Unistar
Communications Group, Inc., Unistar Radio Networks, Inc., and Infinity
Broadcasting Corporation; ii) Management Agreement between WWO and
Infinity Broadcasting Corporation; and iii) Voting Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTWOOD ONE, INC.
By: FARID SULEMAN
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Farid Suleman
Executive Vice President-Chief
Financial Officer
Date: February 14, 1994
