WESTWOOD ONE INC /DE/
S-3/A, 1995-11-16
AMUSEMENT & RECREATION SERVICES
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 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1995
                           REGISTRATION NO. 33-62909

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
                               WESTWOOD ONE, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                            95-3980449
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                           9540 Washington Boulevard
                         Culver City, California 90232
                           Telephone: (310) 204-5000
  (Address,        including zip code,  and  telephone  number,  including  area
                   code, of registrant's principal executive offices)

                                 FARID SULEMAN
                            Chief Financial Officer
                           9540 Washington Boulevard
                         Culver City, California 90232
                           Telephone: (310) 204-5000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

     Approximate date of commencement of proposed sale to the public:  From time
to time after the  effective  date of this  registration  statement  as exercise
notices are received.
     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box.
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.
     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.
     If delivery of the  Prospectus is expected to be made pursuant to Rule 434,
please check the following box.


     THE REGISTRANT  HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE  SECURITIES  ACT OF 1933 OR UNTIL THE  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>

PROSPECTUS

                        2,549,398 SHARES OF COMMON STOCK

                               WESTWOOD ONE, INC
     This Prospectus relates to the issuance and sale by Westwood One, Inc. (the
"Company"),  from the date hereof through and including September 4, 1997, of up
to  2,549,398  shares of its  Common  Stock,  par value of $ .01,  (the  "Common
Stock") from time to time upon the exercise of its currently  outstanding  Seven
Year Common  Stock  Purchase  Warrants  (the  "Warrants"),  (CUSIP  961815-11-5;
Symbol: WONEW). The Warrants are exercisable for the purchase of an equal number
of shares of Common Stock at $17.25 per share (the  "Warrant  Price") and expire
on  September 4, 1997.  The Warrant  Price is subject to  adjustment  if certain
events occur, as more fully described herein.

      The Common Stock is traded on the NASDAQ National Market System.  The last
sales price of the Common Stock on November 14, 1995 was $14.88 per share.

      See "Risk  Factors" on page 5 for a  discussion  of certain  factors  that
should be  considered  by  prospective  purchasers  of the Common Stock  offered
hereby.



THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



                        
<TABLE>

                                                                 Underwriting
                                                  Price to       Discounts and     Proceeds
                                                   Public         Commission     to Company(1)
     <S>                                      <C>               <C>              <C>

- ---------------------------------------------------------------------------------------------
     Per Share................................    $17.25           N/A               $17.25
     Total(1)................................. $43,977,115         N/A            $43,977,115
=============================================================================================
</TABLE>


(1) Before deducting expenses payable by the Company estimated at $ 60,000:



                               The date of this Prospectus is ________ __, 1995




<PAGE>


                                   PROSPECTUS

                               TABLE OF CONTENTS




Available Information.........................................................3

Incorporation of Certain Documents by Reference...............................3

Prospectus Summary

The Company...................................................................4

Risk Factors..................................................................5

Capitalization................................................................6

Selected Financial Data.......................................................7

Use of Proceeds...............................................................8

Price Range of Common Stock...................................................8

Description of Warrants.......................................................9

Description of Capital Stock..................................................10

Legal Matters.................................................................11












                                       2


<PAGE>




NO  PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE  ANY  INFORMATION  OR  TO  MAKE  ANY
REPRESENTATIONS  OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR  REPRESENTATIONS  MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY AGENT. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER  SHALL
UNDER ANY  CIRCUMSTANCES  CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE  AFFAIRS  OF THE  COMPANY  SINCE  THE DATE  HEREOF  OR  THEREOF  OR THAT THE
INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE
DATE  HEREOF  OR  THEREOF.  THIS  PROSPECTUS  DOES  NOT  CONSTITUTE  AN OFFER OR
SOLICITATION  BY ANYONE IN ANY  JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT  AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR  SOLICITATION  IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.

                             AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities and Exchange  Commission (the  "Commission").  Such reports and other
information  may be  inspected  and  copied at the public  reference  facilities
maintained by the Commission at 450 Fifth Street, N.W.,  Washington,  D.C. 20549
and at the  following  regional  offices of the  Commission:  Seven  World Trade
Center,  13th Floor,  New York,  New York 10048 and  Citicorp  Center,  500 West
Madison Street,  Suite 1400,  Chicago,  Illinois 60661. Copies of such materials
may be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents have been filed with the  Commission  pursuant to
the Exchange Act and are incorporated by reference into this Prospectus and made
a part hereof:

      (i)    the  Company's  Annual  Report  on Form  10-K for the  year  ended
             December 31, 1994, and,

      (ii)   the Company's Quarterly Reports on Form 10-Q for the quarters ended
             March 31, 1995, June 30, 1995 and September 30, 1995.

      All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
termination of the offering of the Securities  offered hereby shall be deemed to
be a part  hereof  and  thereof  from the  respective  dates of  filing  of such
documents,  provided, however, that the Report of the Compensation Committee and
the Performance  Graph contained in any Proxy Statement of the Company shall not
be so deemed  incorporated by reference.  Any statement  contained in a document
incorporated or deemed  incorporated  by reference in this  Prospectus  shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent that a statement  contained herein,  therein or in any other subsequently
filed  document  which also is or is deemed to be  incorporated  by reference in
this Prospectus modifies or supersedes such statement. Any statement so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part of this Prospectus.

      The  Company  will  provide  without  charge  to each  person to whom this
Prospectus is delivered,  upon written or oral request,  a copy of any or all of
the foregoing documents incorporated herein by reference (other than exhibits to
such documents,  unless such exhibits are specifically incorporated by reference
into such documents). Requests for such documents should be directed to Westwood
One, Inc., 9540 Washington Boulevard, Culver City, CA 90232, Attention: Investor
Relations (telephone (310) 840-4313).

                                       3
<PAGE>

                               PROSPECTUS SUMMARY

      THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED  INFORMATION AND
FINANCIAL  STATEMENTS AND NOTES THERETO  APPEARING  ELSEWHERE OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS.

                                  THE COMPANY

     Westwood One, Inc. (the "Company" or "Westwood One") is a leading  producer
and  distributor  of  nationally  sponsored  radio  programs and is the nation's
second  largest  radio  network.
     The  Company's  principal  source  of  revenue  is  selling  radio  time to
advertisers  through  one of its two  operating  divisions:  Westwood  One Radio
Networks and Westwood One Entertainment (the "Divisions"). The Company generates
revenue  principally  by its Divisions  entering into radio station  affiliation
agreements to obtain audience and commercial spots and then selling the spots to
national advertisers. The Company is strategically positioned to provide a broad
range of programming and services which both deliver audience to advertisers and
news, talk, sports, and entertainment programs to radio stations.
      Westwood One Radio Networks offers radio stations three  traditional  news
services,  CNN Radio, NBC Radio Network and the Mutual Broadcasting System, plus
youth-oriented  network news and  entertainment  programming from The Source, in
addition to eight 24-hour satellite-delivered  continuous play music formats and
weekday and weekend news and entertainment features and programs.
      Westwood One Entertainment  produces music, sports, talk and special event
programming.  These  programs  include:  countdown  shows;  music and  interview
programs;  live concert broadcasts;  major sporting events (principally covering
the NFL, Notre Dame football and other college  football and basketball  games);
live,  personality intensive talk shows; and exclusive satellite simulcasts with
HBO and other cable networks.
      The  Company's  programs are broadcast in every radio market in the United
States measured by The Arbitron Ratings Company ("Arbitron"), the leading rating
service, as well as being broadcast internationally.
      Westwood One,  through its  Divisions,  enables  national  advertisers  to
purchase  advertising  time and to have their commercial  messages  broadcast on
radio stations throughout the United States,  reaching  demographically  defined
listening  audiences.  The Company delivers both of the major demographic groups
targeted by national advertisers:  the 25 to 54-year-old adult market and the 12
to 34-year-old  youth market.  The Company  currently sells  advertising time to
over 300 national  advertisers,  including each of the 25 largest  network radio
advertisers. Radio stations are able to obtain quality programming from Westwood
One to meet  their  objective  of  attracting  larger  listening  audiences  and
increasing local advertising  revenue.  Westwood One, through the development of
internal programming as well as through acquisitions, has developed an extensive
tape  library  of   previously   aired   programs,   interviews,   live  concert
performances,  news, and special events. The Company uses its library as a major
source of new  programming,  enhancing  the  Company's  future  programming  and
revenue generating capabilities.
      Westwood  One was  originally  incorporated  in  California  in 1974  and,
pursuant to a reorganization approved by its stockholders, was reincorporated in
Delaware on July 10, 1985. The Company's  principal  offices are located at 9540
Washington  Blvd.,  Culver City,  California  90232 and its telephone  number is
(310) 204-5000.


                                       4


<PAGE>


                                  RISK FACTORS


             IN ADDITION TO THE OTHER  INFORMATION  PROVIDED IN THIS  PROSPECTUS
AND IN THE DOCUMENTS  INCORPORATED BY REFERENCE  HEREIN,  THE FOLLOWING  FACTORS
SHOULD BE CAREFULLY  CONSIDERED IN EVALUATING THE COMPANY BEFORE  PURCHASING THE
COMMON STOCK OFFERED BY THIS PROSPECTUS.

              RISKS ASSOCIATED WITH THE MANAGEMENT  AGREEMENT.  Mel Karmazin and
Farid Suleman serve as the Chief Executive Officer and Chief Financial  Officer,
respectively, of the Company pursuant to the Company's Management Agreement with
Infinity  Broadcasting  Corporation  ("Infinity").   The  agreement  expires  in
February  1999 and there can be no  assurance  that the parties will agree to an
extension.  Also,  under the agreement,  if Mr. Karmazin ceases to hold a senior
managerial  position  with  Infinity  or any  affiliate  during  the term of the
agreement, he will cease to be the Company's Chief Executive Officer, and if Mr.
Suleman ceases to be Chief  Financial  Officer of Infinity,  he will cease to be
Chief Financial  Officer of the Company.  There can be no assurance that Messrs.
Karmazin  or  Suleman  will  remain  in such  positions  during  the term of the
agreement, and the foregoing would not constitute grounds for termination of the
agreement  for "Cause" and thus would not permit the  Company to  terminate  the
agreement without remaining liable for the termination fees.

             RISKS  ASSOCIATED  WITH  THE  NATIONAL  RADIO  ADVERTISING  MARKET.
Although the Company has  experienced  revenue  growth since its  acquisition of
Unistar in February 1994,  continued revenue growth depends in part on growth of
the national radio advertising market, of which there can be no assurance.






















                                       5
<PAGE>

                                 CAPITALIZATION

      The  following  table sets forth the  consolidated  capitalization  of the
Company at September 30, 1995:

($ in thousands, except share and per share amounts)



                                                                       ACTUAL
                                                                       ------
Long-term Debt (1).............................................       $104,193
                                                                      --------
Shareholders' equity:
    Preferred Stock, $.01 par value, 10,000,000
       shares authorized; no shares outstanding                            ---
    Common Stock, $.01 par value, 117,000,000
       shares authorized; 31,482,027 shares
       outstanding (2) (3).....................................            315
    Class B Stock, $.01 par value, 3,000,000
       shares authorized; 351,733 outstanding..................              4
    Additional paid in capital.................................        163,124
Accumulated deficit............................................        (58,742)
                                                                      ---------

                                                                       104,701
Less treasury stock, at cost; 301,500 shares                            (4,330)
                                                                      ---------
     Total shareholders' equity................................        100,371
                                                                      ---------
        Total capitalization...................................       $204,564
                                                                      =========

- --------
(1) -     Includes  $15,443  principal  amount  of  6  3/4%  Convertible
          Subordinated  Debentures  due  2011,  convertible  into  shares of the
          Company's  Common  Stock at a  conversion  price of $24.583 per share,
          subject to adjustment under certain circumstances.

(2) -     An aggregate of 4,800,000 shares are reserved for issuance under
          the Company's stock option plan.  Options to acquire  3,162,250 shares
          have been  granted,  of which  options to acquire  584,125  shares are
          currently  exercisable  and options to acquire  1,775,375  shares have
          been  exercised.  Shares  outstanding  do not  include  75,000  shares
          issuable  upon  the  exercise  of  options  granted   pursuant  to  an
          employment agreement with the Company's Chairman of the Board.

(3)       - Does not include 4,500,000 shares issuable upon exercise of warrants
          held by a subsidiary of Infinity.  Warrants covering 2,000,000 of such
          shares are currently exercisable.




                                       6


<PAGE>


                            SELECTED FINANCIAL DATA


     The following selected financial  information should be read in conjunction
with  the   consolidated   financial   statements   and  financial   information
incorporated by reference in this Prospectus.


<TABLE>
                                                                                   FISCAL YEAR ENDED

                                        Unaudited               --------------------------------------------------------------------
                                                                                                 November 30,
                                      Nine Months Ended Sept 30,   Dec 31, ---------------------------------------------------------
                                      --------------------------
                                        1995         1994        1994           1993           1992           1991          1990
                                        ----         ----        ----           ----           ----           ----          ----
<S>                                  <C>          <C>         <C>            <C>            <C>           <C>            <C>
NET REVENUES                         $107,284      $98,694    $136,340        $84,014        $86,376        $93,170       $92,389
DEPRECIATION & AMORTIZATION            10,253       13,597      18,160         16,384         19,661         22,055        22,856
OPERATING INCOME (LOSS)                13,234       (2,729)      5,982         (2,191)       (18,700)        (5,931)       (9,309)
INCOME (LOSS) FROM                      5,842       (3,575)     (2,730)        (8,682)       (21,397)       (10,004)      (12,915)
      CONTINUING OPERATIONS
(LOSS) FROM DISCONTINUED                  --           --          --         (15,227)        (2,721)        (6,778)       (5,260)
      OPERATIONS
INCOME (LOSS) BEFORE EXTRA-             5,842       (3,575)     (2,730)       (23,909)       (24,118)       (16,782)      (18,175)
      ORDINARY ITEM
EXTRAORDINARY GAIN (LOSS)                  --         (590)       (590)            --             --         25,618            --
NET INCOME (LOSS)                      $5,842      ($4,165)    ($3,320)      ($23,909)      ($24,118)        $8,836      ($18,175)
INCOME (LOSS) PER SHARE
   Primary:
       Continuing Operations           $  .17       ($ .12)     ($ .09)        ($ .57)        ($1.44)        ($ .67)       ($ .89)
       Discontinued Operations             --           --          --         ( 1.01)      (    .18)       (   .46)      (   .36)
                                      --------     --------    --------       --------       --------       --------      --------
Income (Loss) Before Extraordinary
Item                                      .17      (   .12)    (   .09)       (  1.58)       (  1.62)       (  1.13)     (   1.25)
Extraordinary Item                         --      (   .02)    (   .02)            --             --           1.73            --
                                      --------     --------    --------       --------       --------       --------      --------
Net Income (Loss)                      $  .17       ($ .14)     ($ .11)       ($ 1.58)       ($ 1.62)       $   .60      ($  1.25)

Fully diluted:
       Continuing Operations           $  .17       ($ .12)     ($ .09)        ($ .57)        ($1.44)        ($ .30)       ($ .89)
       Discontinued Operations             --           --          --         ( 1.01)      (    .18)       (   .28)      (   .36)
                                      --------     --------    --------       --------       --------       --------      --------
(Loss) Before Extraordinary Item          .17      (   .12)    (   .09)       (  1.58)       (  1.62)       (   .58)     (   1.25)
Extraordinary Item                         --      (   .02)    (   .02)            --             --           1.06            --
                                      --------     --------    --------       --------       --------       --------      --------
      Net Income Loss                  $  .17       ($ .14)     ($ .11)       ($ 1.58)       ($ 1.62)       $   .48      ($  1.25)
                                      ========     ========    ========       ========       ========       ========     =========

BALANCE SHEET DATA AT:
                                                                                   November 30,
                                      Sept 30, 1995     Dec 31, --------------------------------------------------------------
                                        (Unaudited)      1994           1993           1992           1991            1990
                                      -------------     -------         ----           ----           ----            ----

CURRENT ASSETS                            $45,152       $46,157        $32,987        $51,091        $46,126         $54,312
WORKING CAPITAL                             8,285         7,685         (1,503)       (11,942)        10,200          28,676
TOTAL ASSETS                              250,258       260,112        152,067        295,740        322,561         343,783
LONG-TERM DEBT                            104,193       115,443         51,943        146,622        169,083         214,342
TOTAL SHAREHOLDERS' EQUITY                100,371        95,454         55,151         75,204         98,765          89,496

</TABLE>


- ---------------------------------

Effective  December 1, 1993,  the Company  changed its method of accounting  for
capitalized station affiliation agreements to expense the costs as incurred. The
effect of this  change in  accounting  method  does not  materially  affect  the
comparability of the information  reflected  herein.  Results for the year ended
December 31, 1994 include  Unistar  Radio  Networks,  Inc.  from the time it was
acquired in February  1994. No cash  dividend was paid on the  Company's  common
stock during the periods presented above.

                                       7


<PAGE>


                                USE OF PROCEEDS


      The  maximum net  proceeds  to be received by the Company  from the Common
Stock offered hereby are estimated to be approximately $43,977,000.  The Company
currently intends to use such proceeds for general corporate purposes.  As there
is no assurance  that any or all of the Warrants will be exercised,  the Company
is unable to predict the amount to be used for each such purpose.

                          PRICE RANGE OF COMMON STOCK

      The Company's Common Stock has been traded in the over-the-counter  market
under the NASDAQ  symbol WONE since the  Company's  initial  public  offering on
April 24, 1984.  The  following  table sets forth the range of high and low last
sales prices on the NASDAQ /National Market System,  as reported by NASDAQ,  for
the Common Stock for the calendar quarters indicated.


 1993                                    HIGH                 LOW
 ----                                    ----                 ---
First Quarter...........................25/8                 119/32
Second Quarter..........................31/16                23/8
Third Quarter...........................31/8                 23/8
Fourth Quarter..........................91/4                 29/16

 1994
First Quarter...........................101/2                75/8
Second Quarter..........................87/8                 71/8
Third Quarter...........................113/8                711/16
Fourth Quarter..........................111/4                75/8

 1995
First Quarter...........................131/8                93/4
Second Quarter..........................151/8                121/8
Third Quarter ..........................193/8                143/4
Fourth Quarter (through 11/14)..........173/8                141/2


      On November  14, 1995 the last sale price of the Common  Stock as reported
on the NASDAQ National Market System was $14.88 per share. The current policy of
the  Company's  Board of  Directors  is to retain  earnings  for  expansion  and
development of the Company's business.


                                       8


<PAGE>


                            DESCRIPTION OF WARRANTS


WARRANTS

      The Company  currently  has  2,549,398  Seven Year Common  Stock  Purchase
Warrants  (the  "Warrants")  outstanding.  The  Warrants,  which were  issued on
September 4, 1990, are exercisable for the purchase of an equal number of shares
of Common Stock.  The Warrants are exercisable at $17.25 per share and expire at
5:00 PM Los Angeles time on September 4, 1997. However,  the Warrants may not be
exercised by the Holder  unless the Company has filed a  Registration  Statement
which has been  declared  effective by the  Commission,  registering  the Common
Stock issuable upon exercise of the Warrants,  and that  Registration  Statement
continues  to be  effective  at the date of  exercise.  Under  the  terms of the
Warrant, if, during any twenty-day trading period, occuring between September 5,
1995 and September 4, 1997,  the average  volume  weighted  closing price of the
Common Stock is below $5 per share,  then each Warrant then outstanding shall be
redeemed from its then current owner by the Company at a price of $1 in cash per
Warrant.  Within  the  term  of the  exercisability  of the  Warrants,  upon  an
acquisition,  merger, buy-out or similar transaction in which the Company is not
the  surviving  entity,  or upon a "going  private"  transaction  by the Company
within that period,  the surviving entity shall be required to redeem all of the
Warrants  at a  price  of $1 in cash  per  Warrant.  Said  Redemption  shall  be
completed  within 45 days of the occurrence of the requiring  redemption  event,
after which  redemption,  the Warrants  shall be canceled.  The Warrant Price is
subject to adjustment based on (a) dividends or distributions in Common Stock or
subdivisions,  reclassifications  or combinations  of the outstanding  shares of
Common  Stock;  (b) the  issuance of warrants or rights to all holders of Common
Stock to  purchase  Common  Stock at less than 85% of Current  Market  Price (as
defined);  or (c) the  distribution  by the Company to all holders of its Common
Stock  of  shares  of  (i)  another  class  of  stock,  (ii)  evidences  of  its
indebtedness,  (iii) assets  (other than cash  distributions  and  distributions
described in (a) above), or (iv) rights or warrants to acquire securities of the
Company (other than those described in (b) above).

TRANSFER AGENT AND REGISTRAR

      The  transfer  agent  and  registrar  for the  Company's  Warrants  is the
Registrar and Transfer Company.

















                                       9


<PAGE>


                          DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

      The Company is authorized to issue 117,000,000 shares of Common Stock, par
value $.01 per share, of which  31,421,260  shares were  outstanding,  excluding
412,500  treasury  shares,  at November 14, 1995. Each holder of Common Stock is
entitled to one vote for each share held of record on each matter submitted to a
vote of stockholders.  Holders of Common Stock voting  separately as a class are
entitled to elect one-fifth of the members of the Board of Directors. Holders of
Common Stock have no preemptive  or  subscription  rights;  they are entitled to
receive such dividends, if any, as may be declared by the Board of Directors out
of funds legally  available  therefor  (surplus and certain net  profits).  Cash
dividends per share on Common Stock,  if paid, must be at least 25% greater than
any cash dividend  paid at the same time on Class B Stock,  and no cash dividend
may be paid on Class B Stock unless  Common Stock also is paid a cash  dividend.
In the event of liquidation,  dissolution or winding up of the Company,  holders
of Common Stock and holders of Class B Stock are  entitled to share  equally and
ratably  in the  assets,  if any,  remaining  after  payment  of all  debts  and
liabilities.  These  rights may be subject to superior  rights of the holders of
any series of  Preferred  Stock that may be issued.  All of the shares of Common
Stock issued and  outstanding at the date of this  Prospectus are fully paid and
non-assessable.

CLASS B STOCK

      The Company is authorized to issue 3,000,000  shares of Class B Stock, par
value $.01 per share,  of which 351,733 shares were  outstanding at November 14,
1995.  Each  holder of Class B Stock is entitled to 50 votes for each share held
of record on each matter  submitted  to a vote of  stockholders,  provided  that
one-fifth  of the  members of the Board of  Directors  are elected by holders of
Common Stock voting  separately as a class without  participation  by holders of
Class B Stock.  Class B Stock is not  transferable,  except  to  certain  family
members and related entities,  but Class B Stock is convertible at any time on a
share-for-share  basis  into  Common  Stock.  Holders  of Class B Stock  have no
preemptive or subscription  rights. They are entitled to receive such dividends,
if any,  as may be  declared  by the  Board of  Directors  out of funds  legally
available  therefor  (surplus and certain net  profits),  provided  that no cash
dividends may be paid on Class B Stock unless a per share cash dividend at least
25%  greater  is paid at the same  time on the  Common  Stock.  In the  event of
liquidation,  dissolution or winding up of the Company, holders of Class B Stock
and holders of Common  Stock are  entitled  to share  equally and ratably in the
assets,  if any,  remaining  after payment of all debts and  liabilities.  These
rights  may be  subject  to  superior  rights of the  holders  of any  series of
Preferred  Stock that may be issued.  All of the shares of Class B Stock  issued
and   outstanding   at  the  date  of  this   Prospectus   are  fully  paid  and
non-assessable.

PREFERRED STOCK

      The Company is authorized to issue  10,000,000  shares of Preferred Stock,
par value $.01 per share. The Board of Directors is authorized,  without further
stockholder  approval,  to  establish  from  time to time one or more  series of
Preferred  Stock and to determine the rights,  preferences and privileges of any
such series,  including  dividend  rights,  dividend rates,  conversion  rights,
voting rights, terms of redemption,  liquidation preferences, sinking fund terms
and the name, description and number of shares constituting any such series. The
Board of Directors, without stockholder approval, can issue Preferred Stock with
voting and/or conversion rights which could adversely affect the voting power of
the holders of Common  Stock.  As of the date of this  Prospectus,  no shares of
Preferred Stock have been issued.
                                       10
<PAGE>

TRANSFER AGENT AND REGISTRAR

      The transfer agent and registrar for the Company's Common Stock is Bank of
Boston, Canton, Massachusetts.





                                 LEGAL MATTERS

      The legality of the shares of Common Stock offered by this Prospectus will
be passed upon for the Company by Bryan Cave, LLP.




































                                       11


<PAGE>


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

      The expenses estimated to be incurred in connection with the offering, all
of which will be borne by the Registrant, are as follows:

  Registration Fee.....................................          $15,164.52
  NASD Filing Fee......................................           17,500.00
  Printing.............................................            5,000.00
  Legal Fees and Expenses..............................           10,000.00
    (Other than Blue Sky)
  Accounting Fees and Expenses.........................            5,000.00
  Miscellaneous........................................            7,335.48
                                                               ------------
                Total..................................          $60,000.00
                                                                 ==========

Item 15.  Indemnification of Directors and Officers.

      Section  145 of the  General  Corporation  Law of the  State  of  Delaware
provides:

  145. Indemnification of officers, directors, employees and agents; insurance

      (a) A  corporation  may  indemnify  any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction or upon a plea of NOLO  CONTENDERE or its  equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      (b) A  corporation  may  indemnify  any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.




                                     I - 1


<PAGE>


      (c) To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section  or in  defense  of any  claim,  issue or  matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

      (d) Any  indemnification  under  subsections  (a) and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall be made (1) by the board of  directors by a
majority  vote of a quorum  consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable,  or, even
if obtainable a quorum of  disinterested  directors so directs,  by  independent
legal counsel in a written opinion, or (3) by the stockholders.

      (e)  Expenses  incurred by an officer or director in  defending a civil or
criminal  action,  suit, or proceeding may be paid by the corporation in advance
of the final  disposition of such action,  suit or proceeding upon receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the corporation as authorized in this section.  Such expenses  incurred by other
employees and agents may be so paid upon such terms and  conditions,  if any, as
the board of directors deems appropriate.

      (f) The indemnification and advancement of expenses provided by or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

      (g) A corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

      (h) For purposes of this section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

      (i) For purposes of this section,  references to "other enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to " serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director,  officer, employee or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries,  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

      (j) The  indemnification  and  advancement  of  expenses  provided  by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such person.

                                     I - 2
<PAGE>

Article Twentieth of the Company's Certificate of Incorporation provides:


      TWENTIETH: LIABILITY OF DIRECTORS

      No director  of this  Corporation  shall have  personal  liability  to the
Corporation  or any of its  stockholders  for  monetary  damages  for  breach of
fiduciary  duty as a director.  The foregoing  provision  shall not eliminate or
limit the  liability  of a  director  (i) for any breach of  director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.

Article V of the Company's Bylaws provides:

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER CORPORATE AGENTS

      To the fullest extent authorized by the Delaware General  Corporation Law,
as the same exists or may  hereafter  be amended  (but,  in the case of any such
amendment,  only to the extent that such  amendment  permits the  Corporation to
provide broader  indemnification  rights than said law permitted the Corporation
to provide prior to such  amendment),  the Corporation  shall indemnify and hold
harmless against all expenses, liability and loss (including without limitation,
attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by each person
who  was or is a  party  to,  or is  threatened  to be  made  a  party  to,  any
threatened,  pending or completed action, suit or proceeding,  whether or not by
or in the right of the Corporation and whether civil, criminal,  administrative,
investigative  or  otherwise  (any  such  action,   suit,  or  proceeding  being
hereinafter  in this Article  referred to as a  "proceeding"),  by reason of the
fact that such  person is or was a director,  officer,  employee or agent of the
Corporation,  is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise,  including  service with respect to employee benefit
plans,  or was a director,  officer,  employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the Corporation or of another
enterprise at the request of such predecessor corporation (any such person being
hereafter in this Article referred to as an "indemnifiable party"). The right of
indemnification  conferred  by this  Article  shall be a contract  right.  Where
required by law, the indemnification  provided for in this Article shall be made
only as  authorized  in the specific  case upon a  determination,  in the manner
provided by law, that the  indemnification of the indemnifiable  party is proper
in the  circumstances.  The Corporation shall advance the indemnifiable  parties
expenses  incurred in defending any  proceeding  prior to the final  disposition
thereof  subject to the  receipt of such  undertakings  from such  indemnifiable
party as shall be required by the  applicable  law.  This Article shall create a
right of indemnification  for each such  indemnifiable  party whether or not the
proceeding to which the indemnification  relates arose in whole or in part prior
to adoption of this Article (or the adoption of the comparable provisions of the
Bylaws of the  Corporation's  predecessor  corporation) and, in the event of the
death of an indemnifiable  party, such right shall extend to such  indemnifiable
party's heirs and legal representatives.

      If a claim  under  this  Article  is not  paid in full by the  Corporation
within thirty days after a written  claim has been received by the  Corporation,
the  indemnifiable  party may at any time  thereafter  bring  suit  against  the
Corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part, the indemnifiable  party shall be entitled to be paid also the
expense of  prosecuting  such  claim.  It shall be a defense to any such  action
(other  than an action  brought  to  enforce a claim for  expenses  incurred  in
defending any proceeding in advance of its final  disposition where the required
undertaking,  if any is required, has been tendered to the Corporation) that the
indemnifiable  party  has  not  met  the  standards  of  conduct  which  make it
permissible  under the Delaware  General  Corporation Law for the Corporation to
indemnify  the claimant for the amount  claimed,  but the burden of proving such
defense  shall be on the  Corporation.  Neither the  failure of the  Corporation
(including   its  Board  of   Directors,   independent   legal  counsel  or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
Delaware General Corporation Law

                                     I - 3
<PAGE>

nor an actual  determination by the Corporation  (including its Board Directors,
independent  legal  counsel or its  stockholders)  that the claimant has not met
such applicable standard of conduct,  shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

      The right of  indemnification  hereby  given shall not be exclusive of any
right such indemnifiable  party may have, whether by law or under any agreement,
insurance policy, vote of the Board of Directors or stockholders, or otherwise.

      The  Corporation  shall have power to purchase and  maintain  insurance on
behalf of any  indemnifiable  party  against any liability  asserted  against or
incurred  by the  indemnifiable  party in such  capacity  or arising  out of the
indemnifiable  party's status as such whether or not the Corporation  would have
the power to indemnify the indemnifiable party against such liability.
                                    * * * *

      The stockholders of the Company have approved, and the Company has entered
into, written agreements with each of its directors and executive officers which
provide them with contractual indemnification to the fullest extent permitted by
Delaware law.

ITEM 16.  EXHIBITS

*   5  Opinion of Bryan Cave, LLP.
*23.3  Consent of Bryan Cave, LLP--included as part of the opinion as Exhibit 5.
 23.4  Consent of Price Waterhouse, LLP.
*24    Power of Attorney--included in Part II.

ITEM 17.  UNDERTAKINGS

      The undersigned registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made, a
post-effective amendment to this registration statement.

             (i)      Not applicable.

             (ii)     Not applicable.

             (iii)    To include any  material  information  with respect to the
                      plan  of  distribution  not  previously  disclosed  in the
                      registration  statement  or any  material  change  to such
                      information in the registration statement.

      (2)    That,  for the  purpose  of  determining  any  liability  under the
             Securities Act of 1933, each such post-effective amendment shall be
             deemed  to  be  a  new  registration   statement  relating  to  the
             securities offered therein,  and the offering of such securities at
             that  time  shall be deemed to be the  initial  bona fide  offering
             thereof.

      (3)    To remove from registration by means of a post-effective  amendment
             any of the securities  being  registered which remain unsold at the
             termination of the offering.

      (4)    Not applicable.



*     previously filed


                                     I - 4
<PAGE>


      The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered herein and the offering of such securities at
that time shall be deemed to be the initial bona fide offering hereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the registrant pursuant to the provisions described in Item 15 or otherwise, the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

      The undersigned registrant hereby undertakes that:

      (1) For purposes of determining  any liability under the Securities Act of
1933, the information  omitted from the form of prospectus filed as part of this
registration  statement  in reliance  upon Rule 430A and  contained in a form of
prospectus  filed by the registrant  pursuant to Rule 424(b)(1) or (4) or 497(h)
under the  Securities  Act  shall be  deemed  to be a part of this  registration
statement as of the time it was declared effective.

      (2) For the purpose of determining  any liability under the Securities Act
of 1933, each post-effective  amendment that contains a form of prospectus shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.




                                     I - 5

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 1 to
the  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized,  in the City of New  York,  State of New  York,  on
November 15, 1995.

                                        WESTWOOD ONE, INC.

                                        By:          FARID SULEMAN
                                             -------------------------
                                                    (Farid Suleman)
                                               Chief Financial Officer
<TABLE>


         SIGNATURE                               TITLE                              DATE
PRINCIPAL EXECUTIVE OFFICER:
<S>                                             <C>                                <C>
MEL A. KARMAZIN *                                Director, President and            November 15, 1995
- ------------------------------                    Chief Executive Officer
Mel A. Karmazin

PRINCIPAL FINANCIAL OFFICER AND
    CHIEF ACCOUNTING OFFICER:

FARID SULEMAN                                    Director, Secretary and            November 15, 1995
- -----------------------------                     Chief Financial Officer
Farid Suleman

Additional Directors:

NORMAN J. PATTIZ *                               Chairman of the Board              November 15, 1995
- -----------------------------                           of Directors
Norman J. Pattiz

- -----------------------------                    Director                           November __, 1995
David L. Dennis

GERALD GREENBERG *                               Director                           November 15, 1995
- -----------------------------
Gerald Greenberg

STEVEN A. LERMAN *                               Director                           November 15, 1995
- -----------------------------
Steven A. Lerman

PAUL G. KRASNOW *                                Director                           November 15, 1995
- -----------------------------
Paul G. Krasnow

ARTHUR E. LEVINE *                               Director                           November 15, 1995
- -----------------------------
Arthur E. Levine

- -----------------------------
Joseph B. Smith                                  Director                           November __, 1995


* By:      FARID SULEMAN
     ------------------------
         FARID SULEMAN
         ATTORNEY-IN-FACT

</TABLE>



                                     I - 6






                       CONSENT OF INDEPENDENT ACCOUNTANTS



         We hereby consent to the  incorporation  by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 24, 1995 appearing on page F-2 of Westwood One, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1994.


PRICE WATERHOUSE LLP
Century City, CA
November 15, 1995




































                                 EXHIBIT 23 - 4




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