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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.1
Westwood One, Inc.
__________________
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
______________________________________
(Title of Class Securities)
961815107
_________
(CUSIP Number)
Farid Suleman
Vice President Finance
600 Madison Avenue
New York, New York 10022 (212)750-6400
______________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 1995 and September 27, 1994
_______________________________________
(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 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 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: 00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 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: 8,415,690
9. Sole Dispositive Power: 6,500,000
10. Shared Dispositive Power: None
11. Aggregate Amount Beneficially Owned
by Reporting Person: 8,415,690
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:____
13. Percent of Class Represented by Amount in Row (11): 25.4%
14. Type of Reporting Person: CO
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CUSIP No. 961815107
Item 1. Security and Issuer.
___________________
The title of the class of equity securities to which this statement
relates is the common stock, par value $.01 per share ("Common Stock"), of
Westwood One, Inc., a Delaware corporation (the "Issuer"). The address of
the principal executive offices of the Issuer is 9540 Washington Boulevard,
Culver City, CA 90232.
Item 2. Identity and Background.
_______________________
(a) Name:
The name of the person filing this statement is Infinity Network
Inc. ("INI").
Each of the following persons (collectively, the "Executive
Officers and Directors") is an executive officer or director of INI or
Infinity Broadcasting Corporation, a Delaware corporation and the sole
stockholder of INI ("Infinity"):
Gerald Carrus
Michael A. Wiener
Mel Karmazin
Farid Suleman
Alan R. Batkin
Steven A. Lerman
James L. Singleton
James A. Stern
Jeffrey Sherman
(b) Principal Business or Occupation:
The present principal business of each of INI and Infinity is
radio broadcasting and related businesses.
Set forth below are the present principal occupations or
employment of the Executive Officers and Directors:
Gerald Carrus is Chairman of the Board, Treasurer and a director of
Infinity. He is also Chairman of the Board, Treasurer and director
of INI.
Michael A. Wiener is Co-Chairman of the Board, Secretary and a
director of Infinity. He is also Co-Chairman of the Board, Secretary
and a director of INI.
Mel Karmazin is President, Chief Executive Officer and a director of
Infinity. He is President and a director of INI. He is also Chief
Executive Officer and a director of the Issuer.
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CUSIP No. 961815107
Farid Suleman is Vice President-Finance, Chief Financial Officer and
a director of Infinity. He is Vice President-Finance and Assistant
Secretary of INI. He is also Chief Financial Officer and a director
of the Issuer.
Alan R. Batkin is a director of Infinity. He is Vice Chairman of
Kissinger Associates, Inc., a business engaged in strategic
geopolitical consulting.
Steven A. Lerman is a director of Infinity. He is a member of
Leventhal, Senter & Lerman, a law firm which regularly serves as
outside counsel to Infinity with respect to certain matters,
particularly matters before the Federal Communications Commission.
Jeffrey Sherman is a director of Infinity. He is the president
and Chief Operating Officer of Bloomingdale's.
James L. Singleton is director of Infinity. He is the Vice
Chairman of the Cypress Group Inc.
James A. Stern is a director of Infinity. He is the Chairman of
The Cypress Group Inc.
(c) Business Addresses:
The current address of each of INI's and NYNY Infinity's
principal business and office is 600 Madison Avenue, New York, NY 10022.
The following are the current business addresses of the Executive
Officers and Directors:
Gerald Carrus
c/o Infinity Broadcasting Corporation
600 Madison Avenue
New York, NY 10022
Michael A. Wiener
c/o Infinity Broadcasting Corporation
600 Madison Avenue
New York, NY 10022
Mel Karmazin
c/o Infinity Broadcasting Corporation
600 Madison Avenue
New York, NY 10022
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CUSIP No. 961815107
Farid Suleman
c/o Infinity Broadcasting Corporation
600 Madison Avenue
New York, NY 10022
Alan R. Batkin
c/o Kissinger Associates, Inc.
350 Park Avenue
New York, NY 10022
Steven A. Lerman
Leventhal, senter & Lerman
Suite 600
2000 K Street, N.W.
Washington, D.C. 2006-1809
Jeffrey Sherman
Bloomingdale's
1000 Third Avenue
New York, NY 10022
James L. Singleton
The Cypress Group Inc.
425 Lexington Avenue
New York, NY 10017
James A. Stern
The Cypress Group Inc.
425 Lexington Avenue
New York, NY 10017
(d) No convictions in criminal proceedings:
During the last five years, none of INI, Infinity and the
Executive Officers and Directors has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) No securities laws violation:
During the last five years, none of INI, Infinity and the
Executive Officers and Directors has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction where the
result of such proceeding was the imposition of a judgment, decree or
final order 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.
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CUSIP No. 961815107
(f) State of Organization or Citizenship:
INI and Infinity are organized under the laws of the State of
Delaware.
Item 3. Source and Amount of Funds and Other Consideration
__________________________________________________
Not applicable.
Item 4. Purpose of Transaction.
______________________
This Amendment No.1 is filed to report the vesting of Incentive
Warrants, as hereinafter defined, to purchase 500,000 shares of the Common
Stock at $3.00 per share (subject to adjustment) and the vesting of a
Purchase Warrant, as hereinafter defined, to purchase 1,000,000 shares of
the Common Stock at $3.00 per share (subject to adjustment).
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
warrants (collectively, the "Incentive 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) if the
_
Common Stock reaches a price of $10.00 per share on at least 20 out of
30 consecutive trading 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) if the Common Stock reaches a price of $15.00
per share on at least 20 out of 30 Trading Days; and (iii) 500,000 shares
___
at $5.00 per share (subject to adjustment) if the Common Stock reaches
a price of $20.00 per share on at least 20 out of 30 Trading Days.
On September 27, 1994, the Common Stock reached a price of at least
$10.00 per share on at least 20 out of 30 consecutive Trading Days, and,
accordingly, an Incentive Warrant to purchase 500,000 shares of the Common
Stock at $3.00 per share 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 February 3, 1994, pursuant to a Securities Purchase Agreement,
dated as of November 4, 1994, 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").
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CUSIP No. 961815107
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 is terminated
for any reason other than for cause.
On February 3, 1995, 1,000,000 shares of the Common Stock under
the Purchase Warrant vested.
Item 5. Interest in Securities of the Issuer.
____________________________________
(a) Aggregate Number and Percentage Owned.
__________________________________________
See Items 11 and 13 of the cover page attached hereto for the
aggregate number and percentage of the Common Stock held by INI as a result of
the vesting described above.
Pursuant to a Voting Agreement, dated as of February 3, 1994 (the
"Voting Agreement"), among the Issuer, Norman J. Pattiz and INI, 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.
Mr. Pattiz is the beneficial owner of 1,915,690 shares of Common
Stock, which includes stock options to purchase 595,000 shares of the Common
Stock granted pursuant to Mr. Pattiz' previous written employment
agreement. 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.
As a result of the vesting described in Item 4 and Mr. Pattiz'
beneficial ownership, INI beneficially owns 8,415,690 shares of Common Stock
or approximately 25.4% of the outstanding Common Stock, having sole
dispositive power over 6,500,000 shares and shared voting power with Mr.
Pattiz over 8,415,690 shares. For purposes of calculating the percentage of
Common Stock owned by INI, the 595,000 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.
(b) Voting and Investment Power
___________________________
See Items 7-10 of the cover pages attached hereto and Item 5(a)
above for the number of shares of the Common Stock as to which INI has the
sole or shared power to vote or direct the vote and the sole or shared
power to dispose or direct the disposition.
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CUSIP No. 961815107
(c) Description of Transactions.
___________________________
See Item 4 for a description of the transaction pursuant to which
the right of INI to acquire additional shares of the Common Stock vested.
(d) Dividends, Proceeds, etc.
Not applicable.
(e) Date ceased to be beneficial owner
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
_____________________________________________________________
respect to Securities of the Issuer.
____________________________________
See Item 4.
Item 7. Material to be Filed as Exhibits.
________________________________
Exhibit 4 -- Purchase Warrant, dated as of February 3, 1994, issued
by the Issuer to INI, to purchase 3,000,000 shares of
Common Stock at an exercise price of $3.00 per share.
(This exhibit can be found as Exhibit 4 to the
Issuer's Schedule 13D filed on February 14, 1994 and
is incorporated herein by reference.)
Exhibit 5 -- Incentive Warrant, dated as of February 3, 1994,
issued by the Issuer to Infinity or its designated
affiliate, to purchase 500,000 shares of Common Stock
at an exercise price of $3.00 per share. (This exhibit
can be found as Exhibit 5 to the Issuer's Schedule
13D filed on February 14, 1994 and is incorporated
herein by reference.)
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
February 8, 1995
________________ _____________________________________
Date Farid Suleman
Vice President-Finance and
Assistant Secretary
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