<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
WESTWOOD ONE, INC.
_____________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
WESTWOOD ONE, INC.
_____________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
_______________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________
3) Filing Party:
_______________________________________________________________________
4) Date Filed:
_______________________________________________________________________
<PAGE>
Dear Shareholders:
Enclosed with this letter is a Proxy Statement and proxy
card for the Annual Meeting of Shareholders to be held on June
13, 1995 at 10:00 a.m., Pacific Time, in the Marquis Room
of the Westwood Marquis, 930 Hilgard Avenue, Los Angeles,
California. A copy of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, which report contains
consolidated financial statements and other information of
interest with respect to the Company and its shareholders, is
also included with this mailing.
At the Annual Meeting, the holders of Common Stock,
voting alone, will elect one member of the Company's Board of
Directors. Holders of Common Stock and Class B Stock, voting
together, will elect two members of the Company's Board of
Directors, vote upon a proposal to ratify the selection of
independent accountants for the Company and conduct such other
business as may properly come before the meeting.
IT IS IMPORTANT THAT YOU MARK, SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD IN THE PROVIDED POSTAGE-PAID ENVELOPE IF
YOU DO NOT INTEND TO BE PRESENT AT THE MEETING. IF YOU DO
LATER DECIDE TO ATTEND, YOUR PROXY WILL AUTOMATICALLY BE
REVOKED IF YOU VOTE IN PERSON. ACCORDINGLY, YOU ARE URGED TO
MARK, SIGN, DATE AND RETURN THE PROXY CARD NOW IN ORDER TO
ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING.
We appreciate your continued support.
Sincerely,
WESTWOOD ONE, INC.
/s/ Norman J. Pattiz
_____________________
Norman J. Pattiz
Chairman of the Board
May 1, 1995
<PAGE>
WESTWOOD ONE, INC.
9540 Washington Boulevard
Culver City, California 90232
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on
June 13, 1995
To Our Shareholders:
The Annual Meeting of the Shareholders of Westwood One, Inc.
(the "Company") will be held in the Marquis Room of the Westwood
Marquis, 930 Hilgard Avenue, Los Angeles, California, on June
13, 1995 at 10:00 a.m., Pacific Time, for the following purposes:
(1) To elect three members of the Company's Board of
Directors;
(2) To ratify the selection of Price Waterhouse LLP as
the Company's independent accountants for the fiscal
year ending December 31, 1995; and
(3) To consider and act upon such other business as may
properly come before the meeting.
Shareholders of record at the close of business on May 9,
1995 will be entitled to notice of and to vote at the Annual
Meeting, and a list of such shareholders will be available for
examination during ordinary business hours at least ten days
prior to the Annual Meeting by any shareholder, for any purpose
germane to the Annual Meeting, at the Company's offices at 9540
Washington Boulevard, Culver City, California 90232 (telephone
(310) 204-5000).
Whether or not you intend to be present at the meeting,
please date, sign and mail the enclosed proxy in the provided
postage-paid envelope as promptly as possible. You are
cordially invited to attend the Annual Meeting and your proxy
will be revoked if you are present and prefer to vote in person.
By Order of the Board of Directors
/s/ Farid Suleman
___________________
Farid Suleman
Secretary
May 1, 1995
<PAGE>
WESTWOOD ONE, INC.
9540 Washington Boulevard
Culver City, California 90232
PROXY STATEMENT
This Proxy Statement (first mailed to shareholders on or about
May 16, 1995) is furnished in connection with the solicitation of
proxies by the management of Westwood One, Inc., a Delaware
corporation, (the "Company") for use at the Annual Meeting of
Shareholders of the Company to be held on June 13, 1995 at 10:00
a.m., Pacific Time, in the Marquis Room of the Westwood Marquis,
930 Hilgard Avenue, Los Angeles, California, and any adjournments
thereof, for the purposes set forth in the accompanying Notice
of Annual Meeting of Shareholders.
Holders of record of the Common Stock and Class B
Stock at the close of business on May 9, 1995 are entitled to
vote at the Annual Meeting. As of the close of business on
April 18, 1995, 31,111,402 shares of Common Stock and 351,733
shares of Class B Stock were issued and outstanding.
Each holder of outstanding Common Stock is entitled
to cast one (1) vote for each share of Common Stock held by
such holder. Each holder of Class B Stock is entitled to cast
fifty (50) votes for each share of Class B stock held by such
holder. Only the Common Stock is publicly traded. Holders
of Common Stock, voting alone, will elect one member of the
Company's Board of Directors. Holders of Common Stock and Class
B Stock, voting together, will elect two members of the
Company's Board of Directors, vote upon the ratification of
Price Waterhouse LLP as the Company's independent accountants
and conduct such other business that may properly come before
the meeting.
A majority of the outstanding votes entitled to be
cast at the Annual Meeting and represented in person or by
proxy will constitute a quorum. With regard to the election
of directors and any other proposal submitted to a vote,
approval requires the affirmative vote of a majority of the
votes entitled to be cast and represented in person or by proxy
at the meeting. Where a choice is specified on the proxy as
to the vote on any matter to come before the meeting, the proxy
will be voted in accordance with such specification. If no
specification is made, but the proxy is properly signed, the
shares represented thereby will be voted in favor of the
director nominees and in favor of the ratification of the
selection of Price Waterhouse LLP as the Company's independent
accountants. Management is not aware of any matters, other
than those specified above, that will be presented for action
at the Annual Meeting, but if any other matters do properly
come before the meeting, the proxies will vote upon such matters
in accordance with their best judgement.
Shares represented by proxies which are marked
"abstain," "withhold authorization" or to deny discretionary
authority on any matter will be counted as shares present for
purposes of determining the presence of a quorum; such shares
will also be treated as shares present and entitled to vote,
which will have the same effect as a vote against any such
1<PAGE>
<PAGE>
matter. Proxies relating to "street name" shares which are not
voted by brokers on one or more matters will not be treated as
shares present for purposes of determining the presence of a quorum
unless they are voted by the broker on at least one matter.
Such non-voted shares will not be treated as shares represented
at the meeting as to any matter for which non-vote is indicated
on the broker's proxy.
Any shareholder submitting the accompanying proxy card
has the right to revoke it by notifying the Secretary of the
Company in writing at any time prior to the voting of the proxy,
or by signing and delivering to the Secretary a later-dated
proxy. A proxy will be automatically revoked if the person
giving the proxy attends the Annual Meeting and chooses to vote
in person.
The Company's Annual Report on Form 10-K for the year
ended December 31, 1994, including consolidated financial
statements and other information, accompanies this Proxy
Statement but does not form a part of the proxy soliciting
material.
2<PAGE>
<PAGE>
ELECTION OF DIRECTORS
At a Special Meeting of Shareholders held on January 28,
1994, the Company's shareholders approved, among other matters as
more fully discussed elsewhere in this report, a Voting Agreement
entered into among: (i) the Company; (ii) Infinity Network,
Inc. ("INI"), a subsidiary of Infinity Broadcasting Corporation
("Infinity"); and (iii) Norman J. Pattiz, the Company's current
Chairman of the Board. The Voting Agreement, which became
effective February 3, 1994, reconstituted the Board of Directors
into a nine-member Board to which Mr. Pattiz designated three
members (the "Pattiz Designees"), INI designated three members
(the "INI Designees") and a nominating committee consisting of one
Pattiz Designee and one INI Designee designated the final three
directors ("Independents"), all of whom are independent outside
directors as defined in the Company's By-Laws. The Voting
Agreement also requires: (i) Mr. Pattiz and INI to vote their
respective shares of the Common Stock in favor of their respective
Designees to the Board of Directors; and (ii) Mr. Pattiz to vote
all of his shares of Class B Stock in accordance with the
recommendation of the majority of the full incumbent Board of
Directors on any matters presented to the Company's shareholders.
As reconstituted, the Board of Directors currently
consists of nine individuals and is divided into three classes
(Class I, II, and III), each class serving for three-year terms,
which terms do not coincide. Only one class of directors is
elected at each Annual Meeting. Of the directors, at least
33 1/3% must be independent outside directors. Pursuant to the
Company's Certificate of Incorporation, holders of Common Stock,
voting alone, have the right to elect 20% of the Board of
Directors, which currently amounts to two members. However, it
is currently intended that the holders of the Common Stock will
vote alone to elect the three Independents, one of which will
be elected each year, as set forth below. The remaining members
of the Board are elected by all shareholders voting together as a
single class.
At the Annual Meeting, holders of Common Stock, voting
alone, will elect the Independent Class I director, and holders
of Common Stock and Class B Stock, voting together, will elect
the other two Class I directors, for three-year terms, until
their successors are elected and qualified. The Board of
Directors intends to nominate Norman J. Pattiz, Mel Karmazin and
Joseph B. Smith to serve for three-year terms ending in 1998.
All of these nominees currently serve as Class I directors of the
Company. Unless otherwise indicated on any proxy, the persons
named as proxy voters on the enclosed proxy card intend to vote
the stock represented by each proxy to elect these nominees.
The nominees are willing to serve as directors, but should any
or all refuse to or be unable to serve, the management proxy
holders will vote for one or more other persons nominated by the
Board of Directors. MANAGEMENT RECOMMENDS THAT SHAREHOLDERS
VOTE TO ELECT MESSRS. PATTIZ, KARMAZIN AND SMITH AS DIRECTORS OF
THE COMPANY.
3<PAGE>
<PAGE>
The current and continuing directors of the Company are:
<TABLE>
<CAPTION>
Director Term
Name Age Since Class Expires
____ ___ ________ _____ _______
<C> <C> <C> <C> <C>
Norman J. Pattiz . . (Pattiz Designee) . . . . . . 52 1974 I 1995
Mel Karmazin . . . . (INI Designee) . . . . . . . 51 1994 I 1995
Joseph B. Smith . . . (Independent) . . . . . . . . 67 1994 I 1995
Arthur E. Levine . . (Pattiz Designee) . . . . . . 43 1991 II 1997
Farid Suleman . . . (INI Designee) . . . . . . . 43 1994 II 1997
David L. Dennis . . . (Independent) . . . . . . . . 46 1994 II 1997
Paul G. Krasnow . . (Pattiz Designee) . . . . . . 56 1989 III 1996
Steven A. Lerman . . (INI Designee) . . . . . . . 48 1995 III 1996
Gerald Greenberg . . (Independent) . . . . . . . . 52 1994 III 1996
</TABLE>
The principal occupations of the three director nominees and
each of the other six current directors are as follows:
Mr. Pattiz - founded the Company in 1974 and has held the
position of Chairman of the Board since that time. He was also
the Company's Chief Executive Officer until February 3, 1994.
Mr. Karmazin - has been a director and has held the
position of President and Chief Executive Officer of the Company
since February 3, 1994. He is also President and Chief Executive
Officer of Infinity and has held these offices since 1988. Mr.
Karmazin has been a director of Infinity since 1984.
Mr. Smith - has been a director of the Company since May
24, 1994. He was previously a director of the Company from
February 1984 until February 3, 1994. Since April 1993, Mr.
Smith has been the President of Unison Productions, Inc.,
through which he serves as an industry consultant involved in a
number of projects in the entertainment business. He was
President and Chief Executive Officer of EMI/Capitol Records
from January 1987 until April 1, 1993.
Mr. Levine - has been a director of the Company since
May 1991. For the last nine years Mr. Levine has been a private
investor. Mr. Levine is a principal in the investment partnership
of Levine Leichtman Capital Partners, L.P.
Mr. Suleman - has been a director and has held the
position of Chief Financial Officer of the Company since
February 3, 1994. He is also Vice President - Finance and Chief
Financial Officer of Infinity and has held these offices since
1986. Mr. Suleman has been a director of Infinity since February
1992.
Mr. Dennis - has been a director of the Company since
May 24, 1994. Mr. Dennis has served as Managing Director,
Investment Banking for Donaldson, Lufkin & Jenrette Securities
4<PAGE>
<PAGE>
Corporation since April 1989. Mr. Dennis is also a director of
Community Psychiatric Centers, Inc.
Mr. Krasnow - has been a director of the Company since
January 1989. Since September 1974, he has been the President
and sole shareholder of Krasnow Insurance Services, Inc., an
insurance agency providing life, disability and health benefits,
of which he is the sole agent.
Mr. Lerman - has been a director of the Company since
April 19, 1995. Since 1986, Mr. Lerman has been a partner in
the Washington, D.C. law firm of Leventhal, Senter and Lerman.
Mr. Lerman has been a director of Infinity since February 1992 and
he was also a director of Premiere Radio Networks, Inc. until April
18, 1995.
Mr. Greenberg - has been a director of the Company since
May 24, 1994. Since April 1993, Mr. Greenberg has served as
President of MJJ Music, a Michael Jackson/Sony owned record
label. From June 1988 to April 1993, he served as President of
WTG/Sony Records.
Committees of the Board
The Board of Directors has a Compensation Committee
which currently consists of Messrs. Smith and Greenberg. The
Compensation Committee administers the Company's Amended 1989
Stock Incentive Plan and is authorized to approve, and may negotiate,
employment arrangements with key executives of the Company and its
subsidiaries. While there were no formal meetings of the
Compensation Committee during fiscal 1994, Committee members
engaged in informal discussions and took several actions by
written consent.
The Board of Directors also has an Audit Committee
which currently consists of Messrs. Levine, Dennis and Suleman.
The Audit Committee is authorized to review the Company's
financial statements, meet with the Company's auditors and make
recommendations to the Board of Directors about internal
accounting controls and procedures. There were five meetings of
the Audit Committee during fiscal 1994.
Director Attendance and Compensation
In fiscal 1994 the Board as a whole met on four
occasions. During fiscal 1994, each of the current directors
then in office attended at least 75% of the aggregate of the
total number of meetings of the Board of Directors and the total
number of meetings of committees of the Board of Directors on
which such director served.
Directors of the Company who are not officers received
$3,750 per meeting attended for their services as directors or
committee members through May 24, 1994. Effective May 24, 1994,
the fees for all committee meeting attendance were lowered to
$1,875. Directors are also reimbursed for expenses incurred in
attending such meetings. During fiscal 1994, Messrs. Smith,
Levine, Dennis, Krasnow and Greenberg received $15,000, $30,000,
5<PAGE>
<PAGE>
$15,000, $22,500, and $11,250, respectively, in Board and Board
committee fees. Mr. Levine also received compensation pursuant
to a consulting arrangement with the Company (see "Certain
Relationships and Transactions" appearing elsewhere in this
report). Effective May 24, 1994, all directors who are not
officers receive a mandatory grant of stock options to acquire
10,000 shares of Common Stock every four years under the terms of
the Company's Amended 1989 Stock Incentive Plan.
Principal Shareholders
The following table sets forth as of April 18, 1995,
the number and percentage of outstanding shares of Common Stock
and Class B Stock held by: (1) each person or group known to
the Company to beneficially own more than five percent of the
outstanding Common Stock or Class B Stock of the Company; (2)
each of the three director nominees and each of the other six
current directors; (3) the Named Executive Officers (see
"EXECUTIVE COMPENSATION" appearing elsewhere in this report);
and (4) all current directors and executive officers as a
group. At April 18, 1995, there were 31,111,402 shares of Common
Stock outstanding and 351,733 shares of Class B Stock
outstanding.
Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, (the "Exchange Act"). Under this Rule, certain shares
may be deemed to be beneficially owned by more than one person
(such as where persons share voting power or investment power).
In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for
example, upon exercise of an option or the conversion of a
debenture into common stock) within 60 days of the date as of
which the information is provided; in computing the percentage
of ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by
such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of
any person as shown in the following table does not necessarily
reflect the person's actual voting power at any particular date.
6<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock Shares of Class B Stock
Beneficially Owned (1) Beneficially Owned (1)
_________________________ ________________________
Number Percent Number Percent
______ _______ ______ _______
<S> <C> <C> <C> <C>
Norman J. Pattiz (2) (12) . . . . . . . . . . 1,269,000 (3) 4.0% 351,690 99.9%
Mel Karmazin . . . . . . . . . . . . . . . . 126,000 * - -
Joseph B. Smith . . . . . . . . . . . . . . . 2,000 (4) - - -
Arthur E. Levine . . . . . . . . . . . . . . 95,000 (4) * - -
Farid Suleman . . . . . . . . . . . . . . . . - - - -
David L. Dennis . . . . . . . . . . . . . . . 18,000 (5) * - -
Paul G. Krasnow . . . . . . . . . . . . . . . 110,000 (6) * - -
Steven A. Lerman . . . . . . . . . . . . . . - - - -
Gerald Greenberg. . . . . . . . . . . . . . . 2,000 (4) * - -
William J. Hogan . . . . . . . . . . . . . . - - - -
Gregory P. Batusic . . . . . . . . . . . . . - - - -
Eric R. Weiss . . . . . . . . . . . . . . . . 100,000 (4) * - -
Bruce E. Kanter . . . . . . . . . . . . . . . 272,300 * - -
Infinity Network Inc., a subsidiary of Infinity
Broadcasting Corporation (11) (12) . . . . 6,500,000 (8) 19.9% - -
600 Madison Avenue
New York, NY 10022
Putnam Investments, Inc. (11) . . . . . . . 4,041,783 (9) 13.0% - -
One Post Office Square
Boston, MA 02109
The Capital Group Companies, Inc. (11) . . . 2,425,000 (10) 7.8% - -
333 South Hope Street
Los Angeles, CA 90071
All current directors and executive officers as
a group (12 persons) . . . . . . . . . . . 1,722,000 (7) 5.5% 351,690 99.9%
<FN>
________________________
* Represents less than one percent (1%) of the Company's
outstanding shares of Common Stock.
(1) The persons named in the table have sole voting and
investment power with respect to all shares of Common Stock
and Class B Stock, unless otherwise indicated.
(2) As of April 18, 1995, Mr. Pattiz, whose business address is
9540 Washington Boulevard, Culver City, California 90232,
owned Common Stock and Class B Stock representing
approximately 38.1% of the total voting power of the Company.
(3) Includes stock options for 300,000 shares granted pursuant to
Mr. Pattiz' December 1, 1986 employment agreement, as amended
on November 25, 1987 and June 30, 1993 (the "1986 Employment
Agreement"). These stock options expire on November 30, 2003.
7<PAGE>
<PAGE>
(4) Represents stock options granted under the Company's Amended
1989 Stock Incentive Plan.
(5) Includes 15,000 shares which may be acquired upon exercise of
warrants at an exercise price of $2.375 per share and stock
options for 2,000 shares granted under the Company's Amended
1989 Stock Incentive Plan.
(6) Includes stock options for 95,000 shares granted under the
Company's Amended 1989 Stock Incentive Plan.
(7) Includes stock options for 596,000 shares granted under the
Company's Amended 1989 Stock Incentive Plan and Mr. Pattiz'
1986 Employment Agreement plus 15,000 shares which may be
acquired upon exercise of warrants at an exercise price of
$2.375 per share.
(8) Includes 1,500,000 shares which may currently be acquired
upon exercise of warrants at an exercise price of $3.00 per
share.
(9) Putnam Investments, Inc. as an investment advisor has no sole
voting or dispositive power, but has shared voting and
dispositive power for 4,041,783 shares.
(10) The Capital Group Companies, Inc., through its operating
subsidiaries, Capital Guardian Trust Company and Capital
Research Management Company, has investment discretion with
respect to 2,425,000 shares owned by various institutional
investors.
(11) Tabular information and footnotes 10 and 11 are based upon
information contained in the most recent Schedule 13G filings
and other information made available to the Company.
(12) Pursuant to the terms of the Voting Agreement (as discussed
under "ELECTION OF DIRECTORS" appearing elsewhere in this
report), Mr. Pattiz and INI will vote their respective shares
of the Company's Common stock in favor of their respective
designees to the Board of Directors. Accordingly, Mr. Pattiz
and INI together beneficially own 7,769,000 shares (23.6%) of
the Common Stock with respect to election of directors.
Pursuant to the Voting Agreement, Mr. Pattiz also is required
to vote all of his shares of Class B Stock in accordance with
the recommendation of the full incumbent Board of Directors on
any matters presented to the Company's shareholders. Mr.
Pattiz' and INI's beneficially owned Common Stock, voting
together, represents approximately 15.4% of the Company's
total voting power. Mr. Pattiz' and INI's beneficially owned
Common Stock and Class B Stock, voting together, represents
approximately 50.2% of the Company's total voting power.
</FN>
</TABLE>
8<PAGE>
<PAGE>
Executive Officers
The names, ages and principal occupations (if not set
out previously) of the current executive officers of the
Company and its subsidiaries are as follows:
<TABLE>
<CAPTION>
Name Age Position
____ ___ ________
<C> <C> <C>
Norman J. Pattiz . . . . . . . 52 Chairman of the Board
Mel Karmazin . . . . . . . . . 51 President, Chief Executive Officer and Director
Farid Suleman . . . . . . . . . 43 Chief Financial Officer, Secretary and Director
Gregory P. Batusic . . . . . . 40 President - Westwood One Entertainment
Jeffrey B. Lawenda . . . . . . 52 President - Westwood One Radio Networks
Eric R. Weiss . . . . . . . . . 37 Executive Vice President - Business and Legal
Affairs and Assistant Secretary
</TABLE>
Mr. Batusic - was appointed President-Westwood One
Entertainment in April 1994. From June 1992 to April 1994, he
was President-Network Division. He was Executive Vice President-
Sales Division from June 1987 to June 1992.
Mr. Lawenda - was appointed President-Westwood One
Radio Networks in April 1995. From November 1990 to March 1995,
he was Senior Vice President of Cabin Fever Entertainment, a
home video, television and film production and distribution company.
From July 1988 to November 1990, he was Senior Vice President of
Reeves Entertainment, a television program production company.
Mr. Weiss - was appointed Executive Vice President-
Business and Legal Affairs in August 1993. From September 1992
to August 1993, he was Senior Vice President-Business and Legal
Affairs. From September 1987 to September 1992, he was Vice
President-Business and Legal Affairs.
Messrs. Karmazin and Suleman serve under a Management
Agreement which is discussed in the following paragraph. Messrs.
Pattiz, Batusic and Weiss have written employment agreements with
the Company. The Company intends to enter into a written employment
agreement with Mr. Lawenda.
At a Special Meeting of Shareholders held on January
28, 1994, the Company's shareholders approved, among other matters
(including the acquisition of Unistar Radio Networks, Inc.
("Unistar")), a Management Agreement between the Company and
Infinity. Pursuant to the terms of the Management Agreement,
which became effective February 3, 1994 for a period of five years,
Infinity manages the business and operations of the Company,
subject to the direction and supervision of the Board of Directors,
for an initial annual base management fee of $2,000,000 (adjusted
annually for inflation), an annual cash bonus payable in the event
certain cash flow targets are achieved and warrants to purchase up
9<PAGE>
<PAGE>
to 1,500,000 shares of Common Stock exercisable at purchase prices
ranging from $3.00 to $5.00 if the Common Stock trades above certain
target price levels for a specified period of time. Also under the
Management Agreement, on February 3, 1994: (i) Infinity's President
and Chief Executive Officer, currently Mel Karmazin, became the
Company's Chief Executive Officer (replacing Norman J. Pattiz) and
President; and (ii) Infinity's Chief Financial Officer, currently
Farid Suleman, became the Company's Chief Financial Officer
(replacing Bruce E. Kanter). Infinity provides support and
administrative personnel needed by these officers and pays all
salaries, benefits and related costs of these personnel. In
connection with the foregoing matters, INI also acquired 5,000,000
newly issued shares of Common Stock and a ten-year warrant to purchase
up to an additional 3,000,000 shares of Common Stock (of which
1,000,000 shares became exercisable on February 3, 1995 and of
which an additional 1,000,000 shares become exercisable annually
on February 3, 1996 and 1997, respectively) at an exercise
price of $3.00 per share for an aggregate purchase price of
$15,000,000. INI currently beneficially owns approximately 19.9%
of the Common Stock of the Company (see "Principal Shareholders"
appearing elsewhere in this report).
EXECUTIVE COMPENSATION
Disclosure regarding compensation is provided for each of
the executive officers of the Company (collectively, the "Named
Executive Officers") who served as executive officers at the end
of or during the fiscal year ended December 31, 1994:
<TABLE>
<S> <C>
Norman J. Pattiz . . . . the Company's Chairman of the Board for fiscal 1994 and Chief
Executive Officer until February 3, 1994.
Mel Karmazin . . . . . . the Company's Chief Executive Officer and President since
February 3, 1994 (pursuant to the Management Agreement).
Farid Suleman . . . . . . the Company's Chief Financial Officer since February 3, 1994
(pursuant to the Management Agreement).
William J. Hogan . . . . the Company's President - Westwood One Radio Networks at
December 31, 1994. Mr. Hogan resigned as an executive officer
and director of the Company in April 1995.
Gregory P. Batusic . . . the Company's President - Westwood One Entertainment at
December 31, 1994.
Eric R. Weiss . . . . . . the Company's Executive Vice President-Business and Legal
Affairs at December 31, 1994.
Bruce E. Kanter . . . . . the Company's Executive Vice President and Chief Financial
Officer until February 3, 1994.
</TABLE>
Compensation Committee Report
The Compensation Committee of the Company's Board of Directors
consists of at least two independent, outside directors. Messrs.
Smith and Krasnow were members of the Committee until February 3,
1994, at which time Mr. Smith resigned from the Board. Effective
May 24, 1994, Mr. Smith rejoined the Board and was reappointed to
the Compensation Committee and Mr. Greenberg replaced Mr. Krasnow.
10<PAGE>
<PAGE>
The Compensation Committee administers the Amended 1989 Stock
Incentive Plan (the "Plan") and may review employment arrangements
with executive officers of the Company other than Messrs. Karmazin
and Suleman who serve as the Company's Chief Executive Officer and
Chief Financial Officer, respectively, pursuant to the Management
Agreement, as described below. In addition, the Committee establishes
the annual earnings targets which must be achieved by the Company for
the payment of a cash incentive bonus to Mr. Pattiz pursuant to his
current employment agreement with the Company. (See "Employment
Agreements" appearing elsewhere in this report for a description of
Mr. Pattiz' employment agreement.)
Pursuant to the terms of a Management Agreement between the
Company and Infinity, which became effective February 3, 1994 for a
period of five years, Infinity manages the business and operations of
the Company. Under the agreement: (i) Infinity's President and Chief
Executive Officer, currently Mel Karmazin, became the Company's Chief
Executive Officer (replacing Norman J. Pattiz) and President; and (ii)
Infinity's Chief Financial Officer, currently Farid Suleman, became the
Company's Chief Financial Officer (replacing Bruce E. Kanter). The
Company pays a management fee to Infinity. (See "Executive Officers"
appearing elsewhere in this report for a more detailed description of
the Management Agreement.) Accordingly, the Compensation Committee
does not set the base salaries or annual cash bonus incentives of
Messrs. Karmazin or Suleman, but does have the authority to grant
stock incentives to such officers. Moreover from February 3, 1994
through the balance of fiscal 1994, Mr. Karmazin, as the
Company's Chief Executive Officer under the Management Agreement, was
responsible for determining the amount of salary and bonus payable to
the Company's executive officers, except to the extent that such
matters were required to be determined in accordance with pre-existing
employment arrangements.
The compensation policies utilized by the Compensation
Committee and the Chief Executive Officer are intended to enable
the Company to attract, retain and motivate executive officers to
meet Company goals using appropriate combinations of base salary
and incentive compensation in the form of annual cash bonuses and
stock incentives. Generally, compensation decisions are based on
contractual commitments, as well as corporate performance, the level
of individual responsibility of the particular executive and
individual performance. The foregoing factors are listed in order
of their relative importance in making compensation decisions.
Stock incentives may be granted under the Plan by the
Compensation Committee, at its sole discretion, to officers and
employees of the Company to reward outstanding performance during
the prior fiscal year and as an incentive to continued outstanding
performance in future years. In evaluating the performance of
officers and employees other than the Chief Executive Officer,
the Compensation Committee consults with the Chief Executive
Officer and others in management, as applicable. In evaluating
the performance of the Chief Executive Officer, the Compensation
Committee may consult with the entire Board of Directors. In an
effort to attract and retain highly qualified officers and
employees, stock incentives may also be granted by the
Compensation Committee, at its sole discretion, to newly hired
officers and employees as an inducement to accept employment with
the Company.
11<PAGE>
<PAGE>
1994 Compensation for Executive Officers - Except for Messrs. Karmazin
and Suleman, who serve under the Management Agreement between the
Company and Infinity, the fiscal 1994 salaries and bonuses paid to
all executive officers were based upon the terms of such officers'
pre-existing employment agreements (see "Employment Agreements"
appearing elsewhere in this report).
During fiscal 1994, the Compensation Committee reviewed the
performance of Messrs. Karmazin and Suleman, noting the significant
improvements in the Company's financial condition and operating
results. In recognition of their excellent performance and as an
incentive for the continuation of such performance, the Compensation
Committee decided to grant stock incentives to Messrs. Karmazin and
Suleman. After reviewing reports containing information regarding
incentive compensation paid to senior executive officers by other
companies, the Compensation Committee granted to Messrs. Karmazin and
Suleman, on October 25, 1994, options to acquire 350,000 and 250,000
shares, respectively, of Common Stock at $9.75 per share under the
Plan, which shares vest at the rate of 20% per year.
Joseph B. Smith, Chairman of the Compensation Committee
Gerald Greenberg, member of the Compensation Committee
Mel Karmazin, Chief Executive Officer
Summary Compensation Table
The following table sets forth the compensation received by
the Named Executive Officers for the thirteen-month period ending
December 31, 1994 and the fiscal years ending November 30, 1993 and
1992.
12<PAGE>
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation ____________
______________________________________ Securities
Name and Fiscal Other Annual Underlying All Other
Principal Position Year Salary($) Bonus($) Compensation($) Options(#) Compensation($)
__________________ ____ __________ ________ _______________ __________ _______________
(1) (2)
<S> <C> <C> <C> <C> <C> <C>
Norman J. Pattiz............ 1994 $812,500 -- -- -- $1,026,563 (6)
Chairman of the Board (3) 1993 570,000 -- -- 350,000 --
1992 570,000 -- -- -- --
Mel Karmazin................ 1994 -- -- -- 350,000 --
Chief Executive Officer 1993 -- -- -- -- --
and President (4) 1992 -- -- -- -- --
Farid Suleman............... 1994 -- -- -- 250,000 --
Chief Financial Officer (4) 1993 -- -- -- -- --
1992 -- -- -- -- --
William J. Hogan............ 1994 400,070 -- -- -- 2,310 (7)
President - Westwood 1993 -- -- -- -- --
One Radio Networks (5) 1992 -- -- -- -- --
Gregory P. Batusic.......... 1994 325,000 -- -- -- 2,310 (7)
President - Westwood 1993 300,000 $50,000 -- -- 2,249 (7)
One Entertainment 1992 327,750 73,500 -- 50,000 2,238 (7)
Eric R. Weiss............... 1994 320,833 -- -- -- 2,310 (7)
Executive Vice President - 1993 206,250 25,000 -- 70,000 2,249 (7)
Business and Legal Affairs 1992 147,250 -- -- 50,000 2,182 (7)
Bruce E. Kanter (8) ........ 1994 342,980(9) 16,667(9) 66,809(9) -- 307,722(10)
Executive Vice President 1993 275,000 220,000 52,921 -- 4,953(10)
and Chief Financial Officer 1992 243,217 167,438(11) 46,457 250,000 4,252(10),(12)
through February 3, 1994
<FN>
______________________________
(1) During 1994, the Company changed its fiscal year end from
November 30 to December 31 effective with the fiscal year
ending December 31, 1994. Accordingly, this table includes
compensation information for the thirteen-month period ending
December 31, 1994 and the fiscal years ending November 30,
1993 and 1992.
(2) This column includes the aggregate cost to the Company (if
such amount exceeded the lesser of $50,000 or 10% of such
officer's salary and bonus) of providing various perquisites
and other personal benefits.
13<PAGE>
<PAGE>
(3) Mr. Pattiz held the postion of Chief Executive Officer until
February 3, 1994, at which time he was replaced by Mr.
Karmazin pursuant to the Management Agreement between the
Company and Infinity.
(4) Messrs. Karmazin and Suleman assumed their positions effective
February 3, 1994, pursuant to the terms of the Management
Agreement between the Company and Infinity. Messrs. Karmazin
and Suleman do not receive any cash compensation from the
Company. All compensation under the Management Agreement is
paid to Infinity.
(5) Mr. Hogan became an executive officer of the Company upon the
February 3, 1994 acquisition of Unistar, of which Mr. Hogan
was then President. Mr. Hogan was appointed President -
Westwood One Radio Networks in April 1994. The above table
summarizes the fiscal 1994 compensation paid to Mr. Hogan
since February 3, 1994.
(6) Pursuant to his 1986 Employment Agreement, Mr. Pattiz received
75,000 shares (adjusted for a subsequent stock split to
112,500 shares) of Class B Stock which vested on March 31,
1994 at a value of $1,026,563.
(7) All Other Compensation for Messrs. Hogan, Batusic and Weiss
consisted of company contributions to the employee Savings and
Profit-Sharing Plan.
(8) Mr. Kanter served as Executive Vice President and Chief
Financial Officer until February 3, 1994, at which time his
employment was terminated and he was replaced as Chief
Financial Officer by Mr. Suleman pursuant to the Management
Agreement between the Company and Infinity.
(9) Pursuant to the termination provisions of his employment
agreement (see "Employment Agreements" appearing elsewhere in
this report for a more detailed description), Mr. Kanter
continued to receive the base salary and benefits he would
have otherwise been entitled to receive through November 30,
1994. Such base salary, Mr. Kanter's pro-rata minimum
guaranteed 1994 bonus and such benefits are reflected in this
table as Annual Compensation.
(10) All Other Compensation consisted of: (a) the payment or
accrual of an additional year's base salary of $300,000 and
certain continued benefits estimated at $4,766 (through
November 30, 1995 pursuant to the termination provisions of
Mr. Kanter's employment agreement) and life insurance premiums
of $2,956 in 1994; (b) life insurance premiums of $2,704 and
company contributions to the employee Savings and Profit
Sharing Plan of $2,249 in 1993, and (c) life insurance
premiums of $2,533 and company contributions to the employee
Savings and Profit Sharing Plan of $1,719 in 1992.
(11) Bonus in 1992 for Mr. Kanter included a Common Stock award
without restrictions of $67,438 (41,500 shares at market value
of $1.625 per share).
14<PAGE>
<PAGE>
(12) In December 1991 the Company established a Supplemental
Executive Retirement Plan (SERP) for Mr. Kanter. The SERP
provides supplemental insurance and long-term retirement
benefits payable in annual installments of $200,000 for 15
years beginning in 2008 when Mr. Kanter becomes 65 years old.
The $488,521 present value of these benefits was expensed
during fiscal 1992. Mr. Kanter vested in the SERP upon
commencement of employment in December 1991.
</FN>
</TABLE>
Stock Option Tables
The following two tables provide information on stock
option grants made to the Named Executive Officers in fiscal 1994,
options exercised during fiscal 1994 and options outstanding on
December 31, 1994.
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 1994 Potential Realizable
Value at Assumed
Individual Grants Annual Rates of Stock
_____________________________________________________ Price Appreciation for
Number of Option Term
Securities _______________________
Underlying % of Total Options Exercise or
Options Granted to Employees Base Price Expiration
Name Granted (#) in Fiscal Year (2) ($/Share) Date 5% ($) 10% ($)
____ ___________ ____________________ ___________ ___________ _______ ______
<S> <C> <C> <C> <C> <C> <C>
Norman J. Pattiz.... - - - - - -
Mel Karmazin........ 350,000 (1) 58% $ 9.75 10/25/04 $2,149,875 $5,425,875
Farid Suleman....... 250,000 (1) 42% $ 9.75 10/25/04 $1,535,625 $3,875,625
William J. Hogan.... - - - - - -
Gregory P. Batusic.. - - - - - -
Eric R. Weiss....... - - - - - -
Bruce E. Kanter..... - - - - - -
<FN>
__________________________
(1) These options were granted under the Amended 1989 Stock
Incentive Plan on October 25, 1994, and become exercisable 20%
per year (70,000 for Mr. Karmazin and 50,000 for Mr. Suleman)
on each October 25 anniversary between 1995 and 1999.
(2) Percentage calculations exclude the impact of a mandatory
grant of 30,000 options at $7.50 per share on May 24, 1994 to
outside directors (10,000 each to Messrs. Dennis, Greenberg
and Smith) which, in accordance with the terms of the Amended
1989 Stock Incentive Plan, become exercisable 20% per
year on each May 24 anniversary between 1995 and 1999.
</FN>
</TABLE>
15<PAGE>
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL 1994
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised,
Unexercised Options In-the-Money Options
at Fiscal Year End (#) at Fiscal Year End ($)(1)
Shares Acquired Value _____________________________ _____________________________
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
____ _______________ ____________ ___________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
Norman J. Pattiz..... - - 620,000 280,000 $2,463,150 $1,223,600
Mel Karmazin......... - - - 350,000 - -
Farid Suleman........ - - - 250,000 - -
William J. Hogan..... - - - - - -
Gregory P. Batusic... - - 50,000 25,000 387,500 193,750
Eric R. Weiss........ 30,000(2) $204,995(3) 140,000 - 1,007,400 -
Bruce E. Kanter...... 250,000(2) 1,592,500(3) - - - -
<FN>
- - ------------------------
(1) On Friday, December 30, 1994, the closing per share price for
the Company's Common Stock on the NASDAQ National Market
System was $9 3/4.
(2) Represents the exercise of options granted under the Amended
1989 Stock Incentive Plan.
(3) The reported amount excludes the per share exercise price of
$2.00 for Mr. Weiss and $1.63 for Mr. Kanter for all option
shares exercised.
</FN>
</TABLE>
16<PAGE>
<PAGE>
Performance Graph
The performance graph below compares the performance of the
Company's Common Stock to the Dow Jones Equity Market Index and
the Dow Jones Media Industry Index for the Company's last five
calendar years. The graph assumes that $100 was invested in the
Company's Common Stock and each index on December 31, 1989.
<TABLE>
<CAPTION>
Measurement Dow Jones Dow Jones
Period Equity Media
(last business day Westwood Market Industry
of calendar year) One, Inc. Index Index
------------------ --------- ---------- ---------
<S> <C> <C> <C>
1989 $100 $100 $100
1990 $ 20 $ 96 $ 80
1991 $ 18 $127 $ 90
1992 $ 19 $138 $107
1993 $ 96 $152 $129
1994 $111 $153 $124
</TABLE>
The following table sets forth the closing price of the
Company's Common Stock at the end of each of the last five
calendar years.
Base Year
1989 1990 1991 1992 1993 1994
____ ____ ____ ____ ____ ____
$8 3/4 $1 3/4 $1 17/32 $1 5/8 $8 3/8 $9 3/4
====== ====== ======== ====== ====== ======
17<PAGE>
<PAGE>
Employment Agreements
The following employment agreements with Named Executive
Officers were all entered into prior to the February 3, 1994
commencement of the management of the Company by Infinity pursuant
to the Management Agreement (as discussed under "Executive
Officers" appearing elsewhere in this report).
The Company has a written employment agreement with
Mr. Pattiz, effective October 18, 1993 (as amended on January 26,
1994 and February 2, 1994), pursuant to which Mr. Pattiz was to
serve as Chairman of the Board and Chief Executive Officer of the
Company for a five-year term ending November 30, 1998 at an annual
salary of $750,000 plus an annual cash bonus of at least $250,000
($275,000 for fiscal 1995) payable in the event that the Company
achieves certain earnings targets as established annually by the
Compensation Committee of the Board of Directors. In addition,
the Company will pay directly or reimburse Mr. Pattiz for one-half
of his home security costs, not to exceed $115,000 annually. The
agreement also granted Mr. Pattiz ten-year options to acquire
350,000 shares of Common Stock under the Plan (which vest at the
rate of 70,000 shares per year over the five year term of the
employment agreement) and provides additional benefits which are
standard for executives in the industry. The agreement generally
will be terminable by Mr. Pattiz upon ninety days' written notice
to the Company; it will be terminable by the Company only in the
event of death, permanent and total disability, or for "cause".
In the event of permanent and total disability, Mr. Pattiz will
receive his base salary and cash bonus for the following twelve
months and 75% of his base salary for the remainder of the term of
the agreement. In the event of a "change of control", as defined
in the agreement, any unvested options granted pursuant to this
agreement will become immediately exercisable and Mr. Pattiz will
continue to receive any base and cash bonus compensation he would
have otherwise been entitled to receive for the remaining term of
the agreement. On February 3, 1994, pursuant to the terms of the
Management Agreement (as discussed under "Executive Officers"
appearing elsewhere in this report), Mr. Karmazin replaced Mr.
Pattiz as Chief Executive Officer. However, the agreement
otherwise remains in effect and the transactions entered into in
connection with the Unistar acquisition were not considered a
"change in control" for purposes of the agreement.
As part of its February 3, 1994 acquisition of Unistar,
the Company assumed all obligations under a written employment
agreement with the then President of Unistar, Mr. Hogan. Mr.
Hogan was appointed President of Westwood One's Network Division
in April 1994. Pursuant to the terms of the agreement, effective
April 19, 1990, and ending April 20, 1995, Mr. Hogan received base
salary at a $415,000 annual rate for the contract year ending April
20, 1994 and $446,000 for the contract year ending April 20, 1995.
In April 1995 upon expiration of his contract, Mr. Hogan resigned
as an executive officer and director of the Company.
The Company has a written three-year employment
agreement with the President of Westwood One's Entertainment
Division, Mr. Batusic, effective June 1, 1992. Pursuant to the
terms of the agreement, Mr. Batusic receives a base salary of
18<PAGE>
<PAGE>
$300,000 per year. Additionally, pursuant to the agreement, Mr.
Batusic received a guaranteed bonus of $73,500 in the first quarter
of 1993 and a discretionary bonus of $50,000 in February 1994. The
agreement provides Mr. Batusic with additional benefits which are
standard for executives in the industry. The agreement may be
terminated by the Company for cause without further obligation to
Mr. Batusic. The agreement may also be terminated by the Company
for any reason, at its discretion, upon written notice and, in
such an event, the Company must pay Mr. Batusic's $300,000 base
salary for one-year.
The Company has a written employment agreement with
Mr. Weiss, effective August 30, 1993, pursuant to which Mr. Weiss
serves as Executive Vice President - Business and Legal Affairs
or other such capacity as determined by the Board of Directors.
Pursuant to the agreement, which commenced on September 1, 1993
and continues through November 30, 1995, Mr. Weiss received an
annual base salary of $300,000 through November 30, 1994 and will
receive $250,000 during the contract year ending November 30,
1995. Mr. Weiss is also eligible to receive a $50,000 bonus in
January 1996 upon approval of the Board of Directors. The
agreement also granted Mr. Weiss options to acquire 50,000 shares
of Common Stock under the Plan, all of which became exercisable on
August 30, 1994, benefits standard for executives in the industry
and certain relocation expense reimbursements should he be required
to relocate. The agreement may be terminated by the Company for
cause without further obligation to Mr. Weiss. The agreement may
also be terminated by the Company for any reason, at its
discretion, upon written notice and, in such an event, the Company
must pay Mr. Weiss the base salary he would have otherwise been
entitled to receive for the remaining term of the agreement plus an
additional year's $250,000 base salary. In the event of a merger
or sale of substantially all of the Company's assets, if the
purchaser or successor company fails to assume the remaining
compensation obligations for a period of not less than two years,
the Company must pay Mr. Weiss his $250,000 base salary for two
years. In the event that the agreement is not renewed for a
period of two years on the same or better terms, the Company will
be obligated to pay an additional year's $250,000 base salary.
During fiscal 1994, the Company had a written employment
agreement with Mr. Kanter, its Executive Vice President and Chief
Financial Officer (through February 3, 1994). Pursuant to the
three-year agreement, effective December 6, 1991, Mr. Kanter
received a base salary of $250,000 in fiscal 1992, $275,000 in
fiscal 1993 and was to receive $300,000 in fiscal 1994, plus a
minimum bonus of $100,000 per year. The agreement also granted Mr.
Kanter options to acquire 250,000 shares of Common Stock under the
Plan, all of which were exercised by Mr. Kanter in June 1994, and
provided Mr. Kanter with supplemental insurance, additional
benefits which were standard for executives in the industry, and a
Supplemental Executive Retirement Plan (SERP), which will provide
an annual benefit of not less than $200,000 per year for a period
of 15 years beginning December 2007. On February 3, 1994,
pursuant to the terms of the Management Agreement (as discussed
under "Executive Officers" appearing elsewhere in this report), Mr.
Suleman replaced Mr. Kanter as Chief Financial Officer. Pursuant
19<PAGE>
<PAGE>
to the termination provisions of his employment agreement, Mr.
Kanter continued to receive the base salary and benefits he would
have otherwise been entitled to receive for the remaining term of
the agreement through November 30, 1994, and will receive an
additional year's $300,000 base salary and the continuation of
certain benefits through November 30, 1995.
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation Committee, Messrs.
Smith and Greenberg, have served on the Committee since May 24,
1994. Additionally, Mr. Krasnow served on the Committee until May
24, 1994, at which time he was replaced by Mr. Greenberg. Mr.
Krasnow is an agent of Northwestern Mutual Life Insurance Company
("NML"). The Company has paid premiums to NML on insurance
policies covering life for certain executive officers and
disability for its employees. During fiscal 1994, Mr. Krasnow
earned less than $60,000 in commissions on premiums paid to NML for
these policies.
In 1994, Mr. Karmazin, who became the Company's Chief Executive
Officer effective February 3, 1994 pursuant to the Management Agreement,
was responsible for determining the amount of discretionary bonuses
payable to executive officers. All other matters relating to executive
compensation during fiscal 1994 were determined in accordance with
pre-existing employment agreements with the executive officer. (See
"Employment Agreements" and "Compensation Committee Report" appearing
elsewhere in this report.)
Certain Relationships and Transactions
Mary Turner, Mr. Pattiz's wife and an independent contractor
for the Company for the past fourteen years, received aggregate
compensation of $152,000 from the Company in fiscal 1994 for
services as an interviewer and voice talent for a Company program.
Mary Turner resigned as an independent contractor of the Company at
the end of fiscal 1994.
Mr. Dennis has served as Managing Director, Investment
Banking of Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ") since April 1989. In February 1994, DLJ received a
$1,106,000 fee for acting as one of the Company's investment
advisors in connection with the acquisition of Unistar.
The Company entered into a written consulting agreement with
Mr. Levine, effective August 1, 1990, whereby Mr. Levine provided
management and financial consulting services until May 31, 1992
for a monthly fee of $20,833. The agreement was extended on a
month-to-month basis through January 31, 1994. During fiscal
1994, Mr. Levine earned $20,833 for January 1994 financial
consulting services. The agreement also provided for additional
compensation under certain circumstances in connection with
specific matters where Mr. Levine provided services. In February
1994, Levine Leichtman Capital Partners, of which Mr. Levine is a
principal, received a $781,250 financial advisor fee for acting as
one of the Company's advisors in connection with the acquisition of
Unistar.
20<PAGE>
<PAGE>
Messrs. Karmazin and Suleman are also officers and, along with
Mr. Lerman, directors of Infinity. INI beneficially owns 19.9% of
the Common Stock of the Company (see "Principal Shareholders"
appearing elsewhere in this report). Infinity manages the business
and operations of the Company pursuant to the terms of a Management
Agreement between the Company and Infinity (as discussed under
"Executive Officers" appearing elsewhere in this report), under
which the Company paid Infinity approximately $1,816,000 during
fiscal 1994.
In addition, a number of Infinity's radio stations are
affiliated with the Company's radio networks and the Company
purchases several programs from Infinity. During fiscal 1994, the
Company paid approximately $9,118,000 to Infinity and its radio
stations for Infinity affiliations and programs. The Company
currently anticipates that it will continue to have such
arrangements with Infinity and its radio stations in the future.
The Management Agreement provides that all transactions between the
Company and Infinity or its affiliates will be on a basis that is
at least as favorable to the Company as if the transaction were
entered into with an independent third party. In addition, all
agreements between the Company and Infinity or any of its
affiliates must be approved by the Board of Directors.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Executive officers,
directors and more than ten percent shareholders are required by
Securities Exchange Commission regulation to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms
received by it, or written representations from its directors and
executive officers, the Company believes that during 1994 its
executive officers, directors and more than ten percent beneficial
owners complied with all filing requirements applicable to them,
except that Mr. Smith failed to file on a timely basis two Form 4
filings which reported three transactions.
SELECTION OF INDEPENDENT ACCOUNTANTS
Action will be taken at the Annual Meeting to ratify the
selection of Price Waterhouse LLP as independent accountants of the
Company for the fiscal year ending December 31, 1995. Price
Waterhouse LLP has been the independent accountants of the Company
since 1984. The Company knows of no direct or material indirect
financial interest of Price Waterhouse LLP in the Company or of any
connection of that firm with the Company in the capacity of
promoter, underwriter, voting trustee, officer or employee.
Members of Price Waterhouse LLP will be present at the Annual
Meeting, will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
21<PAGE>
<PAGE>
MANAGEMENT RECOMMENDS THAT SHAREHOLDERS VOTE TO RATIFY THE
SELECTION OF PRICE WATERHOUSE LLP. THE AFFIRMATIVE VOTE OF A
MAJORITY OF THE COMMON STOCK AND CLASS B STOCK, VOTING TOGETHER,
PRESENT OR REPRESENTED AT THE ANNUAL MEETING IS REQUIRED TO RATIFY
THE SELECTION OF PRICE WATERHOUSE LLP.
SOLICITATION
The cost of preparing, assembling, printing and mailing this
Proxy Statement and the accompanying proxy card will be borne by
the Company. The Company has requested banks and brokers to
solicit their customers who are beneficial owners of Common Stock
listed of record in the names of the banks and brokers, and will
reimburse these banks and brokers for the reasonable out-of-pocket
expenses of their solicitations. The original solicitation of
proxies by mail may be supplemented by telephone, telegram and
personal solicitation by officers and other regular employees of
the Company, but no additional compensation will be paid on account
of these additional activities.
SHAREHOLDER PROPOSALS FOR 1996
Under the rules of the Commission, any shareholder proposal
intended for inclusion in the proxy material for the Annual Meeting
of Shareholders to be held in 1996 must be received by the Company
by December 31, 1995 to be eligible for inclusion in such proxy
material. Proposals should be addressed to Farid Suleman,
Secretary, Westwood One, Inc., 9540 Washington Boulevard, Culver
City, CA 90232. Proposals must comply with the proxy rules of the
Commission relating to stockholder proposals in order to be
included in the proxy materials.
By Order of the Board of Directors
/s/ Farid Suleman
_________________
Farid Suleman
Secretary
Culver City, California
May 1, 1995
