SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
WESTWOOD ONE, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
961815107
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(CUSIP Number)
- ----------
*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 the
disclosures provided in a prior cover page.
The information required in 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).
(Continued on following page(s))
Page 1 of 8 Pages
<PAGE>
CUSIP No. 961815107 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
College Retirement Equities Fund
I.R.S. #13-6022-042
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 3,308,600
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 3,308,600 (shared with its
investment adviser, TIAA-CREF Investment Management, LLC)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,308,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.515%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 961815107 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TIAA Separate Account VA-1
I.R.S. #13-1624203
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 2,300
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 2,300 (shared with its
investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.007%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 961815107 13G Page 4 of 8 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TIAA-CREF Mutual Funds (Growth Equity Fund)
I.R.S. #13-3930560
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 19,415
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 19,415 (shared with its
investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,415
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.062%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 Pages
Item 1(a). NAME OF ISSUER:
Westwood One, Inc.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
9540 Washington Boulevard
Culver City, CA 90232-2689
Item 2(a). NAME OF PERSON FILING:
(1) College Retirement Equities Fund ("CREF")
(2) TIAA Separate Account VA-1 ("VA-1")
(3) TIAA-CREF Mutual Funds ("Mutual Funds")
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) CREF - 730 Third Avenue
New York, N.Y. 10017
(2) VA-1 - 730 Third Avenue
New York, N.Y. 10017
(3) Mutual 730 Third Avenue
Funds - New York, N.Y. 10017
Item 2(c). CITIZENSHIP:
(1) CREF - Incorporated in New York
(2) VA-1 - Established in New York
(3) Mutual Funds - Incorporated in Delaware
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER: 961815107
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS:
(a) ( ) Broker or dealer registered under Section 15 of the Act,
(b) ( ) Bank as defined in Section 3(a)(6) of the Act,
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act,
(d) (x) Investment Company registered under Section 8 of the Investment
Company Act,
(e) ( ) Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940,
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) ( ) Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see
Item 7,
(h) (x) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
<PAGE>
Page 6 of 8 Pages
Item 4. OWNERSHIP.
(1) COLLEGE RETIREMENT EQUITIES FUND
(a) Amount Beneficially Owned: 3,308,600
(b) Percent of Class: 10.515%
(c) The Board of Trustees of CREF, an investment company, has sole
power to vote 3,308,600 shares of common stock and authority to direct the
disposition of the 3,308,600 shares of common stock. TIAA-CREF Investment
Management, LLC, CREF's investment adviser, is authorized to sell the
3,308,600 shares on behalf of CREF in its discretion, subject to the
ultimate authority of the CREF Board of Trustees.
(2) TIAA SEPARATE ACCOUNT VA-1
(a) Amount Beneficially Owned: 2,300
(b) Percent of Class: 0.007%
(c) The management committee of VA-1, an investment company, has sole
power to vote 2,300 shares of common stock, and authority to direct the
disposition of the 2,300 shares of common stock. Teachers Advisors, Inc.,
VA-1's investment adviser, is authorized to sell the 2,300 shares on
behalf of VA-1 in its discretion, subject to the ultimate authority of the
VA-1 Management Committee.
(3) TIAA-CREF MUTUAL FUNDS
(a) Amount Beneficially Owned: 19,415
(b) Percent of Class: 0.062%
(c) The Board of Trustees of the Mutual Funds, an investment company,
has sole power to vote 19,415 shares of common stock, and authority to
direct the disposition of the 19,415 shares of common stock. Teachers
Advisors, Inc., the Mutual Fund's investment adviser, is authorized to
sell the 19,415 shares on behalf of the Mutual Funds in its discretion,
subject to the ultimate authority of the Mutual Funds Board of Trustees.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ( ).
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
<PAGE>
Page 7 of 8 Pages
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See attached Exhibit A.
Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
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.
Date: February 2, 1998
COLLEGE RETIREMENT EQUITIES FUND
By: /s/ Diane Axelrod
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Diane Axelrod,
Senior Managing Director, CREF
Administration and Trading
TIAA SEPARATE ACCOUNT VA-1
By: /s/ Diane Axelrod
-------------------------------
Diane Axelrod,
Senior Managing Director,
Administration and Trading
TIAA-CREF MUTUAL FUNDS
By: /s/ Diane Axelrod
-------------------------------
Diane Axelrod,
Senior Managing Director,
Administration and Trading
<PAGE>
Page 8 of 8 Pages
EXHIBIT A
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
College Retirement Equities Fund - IV
TIAA Separate Account VA-1 - IV
TIAA-CREF Mutual Funds - IV
The College Retirement Equities Fund, TIAA Separate Account VA-1, and TIAA-CREF
Mutual Funds (the "Reporting Persons") are filing as a group because CREF's
investment adviser, TIAA-CREF Investment Management, LLC, is affiliated and
employs some of the same investment personnel as Teachers Advisors, Inc., the
investment adviser for TIAA Separate Account VA-1 and TIAA-CREF Mutual Funds.
However, because separate investment decisions are made with respect to the
respective portfolio holdings of each of the Reporting Persons and there is no
oral or written agreement or arrangement among the Reporting Persons with
respect to acquisition, voting, disposition or otherwise of their securities,
each Reporting Person disclaims beneficial ownership of the others' securities
holdings and disclaims its membership in a group with the other Reporting
Person, where the purpose of the group is to acquire control of or influence
management of the issuer.
