<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 3
WESTWOOD ONE, INC.
------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
961815107
---------
(CUSIP Number)
Farid Suleman
Vice President - Finance
600 Madison Avenue
NEW YORK, NEW YORK 10022 (212) 750-6400
---------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 3, 1996
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect
<PAGE> 2
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).
2
<PAGE> 3
CUSIP No. 961815107
1. Name of Reporting Person: Infinity Network Inc.
S.S. or I.R.S. Identification No. of
Above Person: 52-1859471
2. Check the Appropriate Box if a Member of
a Group (a) X
---
(b)
---
3. SEC Use Only
4. Source of Funds: 00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Item 2(d) or 2(e): _______
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Reporting Person
With:
7. Sole Voting Power: None
8. Shared Voting Power: 8,645,730
9. Sole Dispositive Power: 7,500,000
10. Shared Dispositive Power: None
11. Aggregate Amount Beneficially Owned
by Reporting Person: 8,645,730
12. Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares: ____
13. Percent of Class Represented by Amount
in Row (11): 27.85%
14. Type of Reporting Person: CO
3
<PAGE> 4
CUSIP No. 961815107
This Amendment No. 3 amends and supplements the statement on
Schedule 13D, dated February 14, 1994, as amended on February 10, 1995 and
December 8, 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. 3 reports the
vesting of a Purchase Warrant, as hereinafter defined, to purchase 1,000,000
shares of the Common Stock at $3.00 per share (subject to adjustment) and the
aggregate impact of such vesting on INI's interest in securities of the Issuer:
Item 1. SECURITY AND ISSUER.
No Change.
Item 2. IDENTITY AND BACKGROUND.
No Change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
Item 4. PURPOSE OF TRANSACTION.
This Amendment No. 3 is filed to report the vesting of a Purchase
Warrant to purchase 1,000,000 shares of the Common Stock at $3.00 per share
(subject to adjustment).
On February 3, 1994, pursuant to a Securities Purchase Agreement,
dated as of November 4, 1993, between the Issuer and INI, INI purchased a
warrant to purchase, for a period of ten years after February 3, 1994, up to an
aggregate of 3,000,000 shares of the Common Stock at an exercise price of $3.00
per share, subject to adjustment (the "Purchase Warrant").
The Purchase Warrant will become exercisable in three equal annual
installments of 1,000,000 shares commencing on February 3 of each of 1995, 1996
and 1997, subject to adjustment in certain events as set forth therein. The
Purchase Warrant will become immediately exercisable with
4
<PAGE> 5
respect to all shares of underlying Common Stock if the Management Agreement,
dated as of February 3, 1994, between Infinity Broadcasting Corporation and the
Issuer is terminated for any reason other than for cause as described therein.
On February 3, 1995, 1,000,000 shares of the Common Stock under the
Purchase Warrant vested. The vesting of such shares was reported in Amendment
No. 1 to the Schedule 13D.
On February 3, 1996, an additional 1,000,000 shares of the Common
Stock under the Purchase Warrant vested. This Amendment No. 3 is filed to
report the vesting of these shares.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AGGREGATE NUMBER AND PERCENTAGE OWNED.
See Items 11 and 13 of the cover page attached hereto for the
aggregate number and percentage of the Common Stock held by INI as a result of
the vesting of a portion of the Purchase Warrant as described in Item 4.
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 have 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 April 29, 1996, Mr.
Pattiz is the beneficial owner of 794,040 shares of Common Stock, which
includes stock options to purchase 75,000 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 transaction described in Item 4 and Mr. Pattiz'
beneficial ownership of Common Stock and Class B Stock, INI beneficially owns
8,645,730 shares of the Common Stock or approximately 27.85% of the outstanding
Common Stock, having sole dispositive power over 7,500,000 shares and shared
voting power with Mr. Pattiz over 8,645,730 shares. For purposes of calculating
the percentage of
5
<PAGE> 6
Common Stock owned by INI, the 75,000 shares underlying Mr. Pattiz' options and
the 351,690 shares of Mr. Pattiz' Class B Stock were included as Common Stock
beneficially owned by INI and outstanding Common Stock.
(b) VOTING AND INVESTMENT POWER.
See Items 7-10 of the cover 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.
See Item 4 for a description of the transactions pursuant to which the
Purchase Warrant vested.
(d) DIVIDENDS, PROCEEDS, ETC.
Not applicable.
(e) DATE CEASED TO BE BENEFICIAL OWNER.
Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 4 -- Purchase Warrant, dated as of February 3, 1994,
issued by the Issuer to INI, to purchase 3,000,000
shares of Common Stock at an exercise price of $3.00
per share. (This exhibit can be found as Exhibit 4
to the Issuer's Schedule 13D filed on February 14,
1994 and is incorporated herein by reference.)
6
<PAGE> 7
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.
September 12, 1996 /s/ FARID SULEMAN
Date -------------------------
Farid Suleman
Vice President-Finance and
Assistant Secretary
7
