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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. 2
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)
August 7. 1995 and November 10, 1995
____________________________________
(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 [ ].
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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
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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-l(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)
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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):
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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: 8,120,690
9. Sole Dispositive Power: 6,500,000
10. Shared Dispositive Power: None
11. Aggregate Amount Beneficially Owned
by Reporting Person: 8,120,690
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: ___
13. Percent of Class Represented by Amount in Row (11): 26.1%
14. Type of Reporting Person: CO
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CUSIP No. 961815107
This Amendment No. 2 amends and supplements the statement on Schedule
13D, dated February 14, 1994 and amended on February 10, 1995 (the "Schedule
13D"), by Infinity Network Inc. ("INI"), a wholly-owned subsidiary of
Infinity Broadcasting Corporation, with respect to the common stock, par value
$.01 per share ("Common Stock"), of Westwood One, Inc., a Delaware
corporation (the "Issuer"). This Amendment No. 2 reports certain transactions
by INI and the Issuer involving securities of the Issuer exercisable into
Common Stock and the aggregate impact of such transactions on INI's interest in
securities of the Issuer.
Item 1. Security and Issuer.
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No Change.
Item 2. Identity and Background.
_______________________
No Change.
Item 3. Source and Amount of Funds or Other Consideration.
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Not applicable.
Item 4. Purpose of Transaction.
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This Amendment No. 2 is filed to report (i) the vesting of INI's
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Second Incentive Warrant, as hereinafter defined, to purchase 500,000
shares of the Common Stock at $4.00 per share (subject to adjustment) and
(ii) the agreement by the Issuer to purchase INI's First Incentive
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Warrant, as hereinafter defined, for a purchase price of $5,593,750.
Incentive Warrants
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On February 3, 1994, as incentive compensation under the
Management Agreement, dated as of February 3, 1994 (the "Management
Agreement"), between Infinity Broadcasting Corporation and the
Issuer, the Issuer issued to INI three 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) (the "First
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Incentive Warrant") 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) (the "Second Incentive
Warrant") if the Common Stock reaches a price of
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CUSIP No. 961815107
$15.00 per share on at least 20 out of 30 consecutive Trading Days; and
(iii) 500,000 shares at $5.00 per share (subject to adjustment) if the Common
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Stock reaches a price of $20.00 per share on at least 20 out of 30 consecutive
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, the First Incentive Warrant 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. The vesting of
such incentive warrant was reported in Amendment No. 1 to the Schedule 13D.
On August 7, 1995, the Common Stock reached a price of at least
$15.00 per share on at least 20 out of 30 consecutive Trading Days, and,
accordingly, the Second Incentive Warrant 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 November 10, 1995, the Issuer agreed to purchase the Second
Incentive Warrant from INI for a purchase price of $5,593,750.
Item 5. Interest in Securities of the Issuer.
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(a) Aggregate Number and Percentage Owned.
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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 of Second Incentive Warrant and the purchase of the First
Incentive Warrant by the Issuer.
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.
According to the Issuer's Proxy Statement, dated May 1, 1995, Mr.
Pattiz is the beneficial owner of 1,269,000 shares of Common Stock, which
includes stock options to purchase 300,000 shares of the Common Stock
granted pursuant to Mr. Pattiz' previous written employment agreement. In
addition, 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 transactions described in Item 4 and Mr. Pattiz'
beneficial ownership, INI beneficially owns 8,120,690 shares of the Common
Stock or approximately 26.1%
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CUSIP No. 961815107
of the outstanding Common Stock, having sole dispositive power over
6,500,000 shares and shared voting power with Mr. Pattiz over 8,120,690
shares. For purposes of calculating the percentage of Common Stock owned by
INI, the 300,000 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.
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See Items 7-10 of the cover page 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.
(c) Description of Transactions.
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See Item 4 for a description of the transactions pursuant to
which (i) the Second Warrant vested and (ii) the Issuer agreed to
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purchase the First Incentive Warrant from INI.
(d) Dividends, Proceeds, etc.
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Not applicable.
(e) Date ceased to be beneficial owner.
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Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
_____________________________________________________________________
to Securities of the Issuer.
____________________________
No Change.
Item 7. Material to be Filed as Exhibits.
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Exhibit 5 -- Incentive Warrant, dated as of February 3, 1994,
issued by the Issuer to INI 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.)
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CUSIP No. 961815107
Exhibit 6 Incentive Warrant, dated as of February 3, 1994,
issued by the Issuer to INI or its designated
affiliate, to purchase 500,000 shares of Common Stock
at an exercise price of $4.00 per share. (This exhibit
can be found as Exhibit 6 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.
December 8, 1995
_________________ _________________________
Date Farid Suleman
Vice President-Finance and
Assistant Secretary
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