FORM 8 - A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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WESTWOOD ONE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 95-3980449
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
9540 WASHINGTON BLVD., CULVER CITY, CALIFORNIA 90232
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(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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Common Stock, $.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities
- ------- to be Registered
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Common Stock, $.01 Par Value
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The capital stock of Westwood One, Inc. (the "Company" or "Registrant") to
be registered on the New York Stock Exchange, Inc. (the "Exchange"), is the
Registrant's Common Stock with a par value of $.01 per share. Holders of Common
Stock are entitled to one vote per share at all meetings of stockholders and
holders of Common Stock voting separately as a class are entitled to elect
one-fifth of the members of the Board of Directors. Dividends that may be
declared on the Common Stock will be paid in an equal amount to the holder of
each share, but 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. No pre-emptive rights are
conferred upon the holders of such stock and there are no liquidation or
conversion rights. Nor are there any redemption or sinking fund provisions and
there is no liability to further calls or to assessments by the Registrant.
Certain provisions of the Company's Certificate of Incorporation were
designed to make the Company a less attractive target for acquisition by an
outsider who does not have the support of the Company's directors. These
provisions provide that: (1) stockholders generally may not call a special
meeting of stockholders or act by written consent; (2) the Company's Board of
Directors are divided into three classes, the effect of which is that only
approximately one-third of the Board will be elected each year; (3) directors
may be removed by the stockholders only for cause and only upon the affirmative
vote of 75% of the voting power of the capital stock entitled to vote; (4)
holders of Common Stock voting separately as a class will be entitled to elect
one-fifth of the members of the Board of Directors and holders of Common Stock
and Class B Stock voting together as a class will be entitled to elect the
remaining members of the Board; (5) a vote of 75% of the voting power of the
Common Stock and Class B Stock is required for the approval of specified types
of business combinations; and (6) subject to applicable law, holders of Common
Stock and Class B Stock will not be entitled to cumulative voting of shares for
the election of directors. These provisions, together with the existence of two
classes of voting stock, a classified Board of Directors and the authorization
to issue Preferred Stock on terms designated by the Board of Directors, could be
used to defend against certain business combinations not favored by the Board of
Directors.
Item 2. Exhibits
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1. All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange.
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Westwood One, Inc.
By: /S/ JOEL HOLLANDER
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Joel Hollander
President and Chief Executive Officer
Dated: December 11, 1998
