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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): September 22, 1999
WESTWOOD ONE, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-13020 95-3980449
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(Commission File Number) (I.R.S. Employer Identification No.)
9540 WASHINGTON BOULEVARD
CULVER CITY, CALIFORNIA 90232
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(Address of Principal Executive offices) (Zip Code)
(310) 204-5000
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(Registrant's Telephone Number, Including Area Code
N/A
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(Former Name or Former Address, if changed Since Last Report)
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NY2:\815315\08\HH3N08!.DOC\80764.0005
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On September 22, 1999, Westwood One. Inc. (the
"Company") completed the acquisition of Metro Networks, Inc. ("Metro"). The
acquisition was effected by the merger of Copter Acquisition Corp., a direct,
wholly-owned subsidiary of the Company ("Copter"), with and into Metro, with
Metro continuing as the surviving corporation and becoming a direct,
wholly-owned subsidiary of the Company (the "Merger").
The Merger was consummated pursuant to an Agreement and
Plan of Merger, dated as of June 1, 1999, by and among the Company, Copter and
Metro (the "Original Merger Agreement") and amended by Amendment No. 1 thereto,
dated as of August 20, 1999 ("Amendment No. 1"). A copy of the Original Merger
Agreement was included as Exhibit 2.1 to the Company's Report on Form 8-K, filed
with the Securities and Exchange Commission (the "SEC") on June 4, 1999, and is
incorporated herein by reference. A copy of Amendment No. 1 is included as
Exhibit 2.1 to this Report and incorporated herein by reference.
The consideration paid to Metro's stockholders was equal to
1.5 shares of the Company's common stock for each outstanding share of Metro's
common stock. An aggregate of 16,741,480 shares of Metro's common stock was
outstanding immediately prior to the effective time of the Merger and,
accordingly, such shares were converted in the Merger into the right to receive
approximately 25,112,220 shares of Company common stock. As of September 22,
1999, and immediately prior to the effective time of the Merger, there were
issued and outstanding 30,751,035 shares of Company common stock. The Holder of
Metro Series A convertible preferred stock received, in exchange for each share
of Metro Series A convertible preferred stock held by him, 1.5 shares of Company
preferred stock (an aggregate of 3,824,625 shares) having the terms set forth in
a Certificate of Designation filed by the Company on September 22, 1999 with the
Secretary of State of Delaware. A copy of such Certificate of Designation is
included as Exhibit 3.1 to this Report and is incorporated herein by reference.
The merger consideration was determined by arm's-length negotiations.
A copy of the Company's press release announcing the
completion of the Merger is included as Exhibit 99.1 to this Report and is
incorporated herein by reference.
(b) Metro's business consists principally of providing
traffic reporting services, news, sports, weather and other information
programming services to the television and radio broadcast industries, and the
Company intends to continue such business.
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ITEM 5. OTHER EVENTS.
On September 22, 1999, the Company's Board of Directors
approved a $200 million share repurchase program, which includes both open
market purchases and private transactions. Shares that are acquired pursuant to
the repurchase program will be used for general corporate purposes. Also on
September 22, 1999, the Board of Directors appointed Joel Hollander, the
President and Chief Executive Officer of the Company, David I. Saperstein, the
former Chairman and Chief Executive Officer of Metro, and Dennis F. Holt, a
former director of Metro, as members of the Company's Board of Directors and
reduced from seven million to four million the number of shares of common stock
issuable under the Company's 1999 Stock Incentive Plan (the "Plan"). The Board
of Directors reduced the number of shares of Company common stock issuable under
the Plan because the Metro options outstanding as a result of prior Metro grants
will not be issued as part of the Plan; rather, such options will remain subject
to the Metro option plans, but will be exercisable for shares of Company common
stock.
At the Company's annual meeting of stockholders on
September 22, 1999, the Company's stockholders re-elected Steven A. Lerman and
Gerald Greenberg as members of the Company's Board of Directors, with terms
expiring in 2002. The Company's stockholders also approved the Plan.
A copy of the Company's press release announcing the
approval of the Company's share repurchase program, the appointment of new
members to the Company's Board of Directors, the re-election of certain members
to the Company's Board of Directors and the approval of the Plan is included as
Exhibit 99.1 to this Report and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of the Business Acquired.
(i) Metro and subsidiaries consolidated balance
sheets as of December 31, 1998 and 1997 and
for each of the years in the three-year
period ended December 31, 1998 (with
independent auditor's report thereon)
(incorporated by reference to Metro's Annual
Report on Form 10-K, filed with the SEC on
March 31, 1999).
(ii) Metro and subsidiaries unaudited
consolidated balance sheets as of June 30,
1999 and for the three and six month periods
ended June 30, 1998 and 1999 (incorporated
by reference to Metro's Quarterly Report on
Form 10-Q, filed with the SEC on August 12,
1999).
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Combined Condensed Financial
Information, included on pages F-1 through F-5,
inclusive, of the Company's Form S-4 Registration
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Statement, filed with the SEC on August 20, 1999, is
incorporated herein by reference.
(c) Exhibits.
Exhibit No. Exhibit
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2.1 Amendment No. 1 to the Agreement and Plan of Merger, dated as
of August 20, 1999, by and among the Company, Metro and
Copter.
3.1 Certificate of Designation relating to the Series A
Convertible Preferred Stock, filed by the Company with the
Secretary of State of Delaware on September 22, 1999.
99.1 Press Release of the Company, dated September 23, 1999,
announcing the completion of the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
WESTWOOD ONE, INC.
Date: October 1, 1999 By: /s/ Gary J. Yusko
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Gary J. Yusko
Senior Vice President - Finance
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EXHIBIT INDEX
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Exhibit No. Exhibit
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2.1 Amendment No. 1 to the Agreement and Plan of Merger, dated as
of August 20, 1999, by and among the Company, Metro and
Copter.
3.1 Certificate of Designation relating to the Series A
Convertible Preferred Stock, filed by the Company with the
Secretary of State of Delaware on September 22, 1999.
99.1 Press Release of the Company, dated September 23, 1999,
announcing the completion of the Merger.
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EXHIBIT 2.1
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated
as of August 20, 1999, is among WESTWOOD ONE, INC., a Delaware corporation
("Parent"), COPTER ACQUISITION CORP., a Delaware corporation and a wholly owned
subsidiary of Parent ("Merger Sub"), and METRO NETWORKS, INC., a Delaware
corporation (the "Company").
WHEREAS, the parties have entered into the Agreement and
Plan of Merger, dated as of June 1, 1999, providing for the merger of Merger Sub
into the Company, with the Company continuing as the surviving corporation ( the
"Original Agreement"); and
WHEREAS, the parties wish to amend, and grant certain
consents and waivers under, the Original Agreement, upon the terms and subject
to the conditions herein.
NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants and agreements herein contained,
Parent, Merger Sub and the Company hereby agree, in accordance with Sections 7.6
and 7.7 of the Original Agreement, as follows:
1. Amendments.
(a) Section 3.11(b) of the Original Agreement (Employee
Plans) is hereby amended by changing the references therein from "Company Plans"
to "Company Employee Benefit Plans".
(b) Section 4.1(b) of the Original Agreement (Organization
and Qualification; Subsidiaries) is hereby amended by changing the last two
words in such Section from "the Company" to "Parent".
(c) The first sentence of Section 4.2(a) of the Original
Agreement (Capitalization of Parent and Its Subsidiaries) is hereby amended to
read in its entirety as follows:
"The authorized capital stock of Parent consists of: (i)
117,000,000 shares of Parent Common Stock, of which, as of June 1, 1999,
27,996,135 shares were issued and outstanding, excluding 7,058,595 shares which
were held in treasury, (ii) 3,000,000 shares of Class B Stock, par value $.01
per share ("Parent Class B Stock"), of Parent, of which, as of June 1, 1999,
351,733 shares were issued and outstanding and (iii) 10,000,000 shares of
Preferred Stock, par value $.01 per share, none of which was outstanding as of
June 1, 1999."
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(d) Section 4.11(b) of the Original Agreement (Employee
Plans) is hereby amended by changing the references therein from "Parent Plans"
to "Parent Employee Benefit Plans".
(e) The penultimate sentence of Section 5.9 of the Original
Agreement (Additional Agreements; Reasonable Best Efforts) is hereby amended to
read in its entirety as follows:
"Subject to the terms and conditions of this Agreement, Parent, Merger Sub and
the Company agree to use all reasonable efforts to cause the Effective Time to
occur as soon as practicable after the later to occur of the Parent Stockholders
Meeting and the Metro Stockholders Meeting."
(f) The fourth sentence of Section 5.17 of the Original
Agreement (Employee Benefits) is hereby amended to read in its entirety as
follows:
"Parent shall cause to be waived any pre-existing condition limitation under its
or its affiliates' welfare plans that might otherwise apply to such employee or,
to the extent applicable, a former employee."
(g) Section 5.18 of the Original Agreement (Parent Board)
is hereby amended to read in its entirety as follows:
"5.18 Parent Board. Parent shall take all necessary action to cause
Saperstein to be appointed to Class III of the Parent Board and a designee
selected by Saperstein to be appointed to Class I of the Parent Board as of
the close of business on the date on which the Effective Time occurs and to
serve until the next election of directors of the respective class to which
such individual is appointed."
2. Waiver. The parties hereto hereby waive all obligations under
Section 5.7 of the Original Agreement (Accountants' Letters) to cause to be
delivered the accountants' letters contemplated by such Section 5.7.
3. Permitted Stock Repurchases by Parent. The Company hereby confirms
that, notwithstanding anything to the contrary contained in Section 5.2(c) of
the Original Agreement, it has consented to the repurchase by Parent of shares
of Parent Common Stock with a market value (based on the purchase price thereof)
of up to $20 million at prevailing market prices pursuant to the stock
repurchase program previously approved by Parent's Board of Directors.
4. Company 401(k) Plan. Parent hereby confirms that, notwithstanding
anything to the contrary contained in Section 5.1(f) of the Original Agreement,
it has consented to the adoption by the Company of the Putnam Flexible 401(k)
and Profit Sharing Plan effective as of January 1, 1999 and Amendment No. 1
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thereto effective as of May 1, 1999, each in the forms previously provided to
Parent by Company.
5. Confirmation. Except as amended by this Amendment No. 1, the
Original Agreement shall remain in full force and effect.
6. Instruments to be Read Together. This Amendment No. 1 shall form a
part of the Original Agreement for all purposes and the Original Agreement and
this Amendment No. 1 shall henceforth be read together.
7. Counterparts. This Amendment No. 1 may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each of the parties has caused this Amendment No.
1 to the Agreement and Plan of Merger to be duly executed on its behalf as of
the day and year first written above.
WESTWOOD ONE, INC.
By: /s/ Farid Suleman
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Farid Suleman
Executive Vice President and
Chief Financial Officer
COPTER ACQUISITION CORP.
By: /s/ Joel Hollander
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Joel Hollander
Vice President
METRO NETWORKS, INC.
By: /s/ Shane E. Coppola
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Shane E. Coppola
Executive Vice President
EXHIBIT 3.1
CERTIFICATE OF DESIGNATION, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL AND SPECIAL RIGHTS
OF SERIES A CONVERTIBLE PREFERRED STOCK OF
WESTWOOD ONE, INC. AND QUALIFICATIONS,
LIMITATIONS AND RESTRICTIONS THEREOF
The undersigned hereby certifies that he is the duly elected and
acting President and Chief Executive Officer of WESTWOOD ONE, INC., a Delaware
corporation (the "Corporation"), and pursuant to the provisions of Section 151
of the Delaware General Corporation Law (the "DGCL"), DOES HEREBY CERTIFY:
That pursuant to the authority conferred on the Board of Directors of
the Corporation by the Certificate of Incorporation of the Corporation (as
amended, the "Certificate of Incorporation"), the Board of Directors of the
Corporation duly adopts the following resolutions creating a series of preferred
stock designated Series A Convertible Preferred Stock:
WHEREAS, pursuant to the Certificate of Incorporation of the
Corporation (which authorizes 10,000,000 shares of preferred stock, par value
$0.01 per share (the "Preferred Stock"), of which none is outstanding), the
Board of Directors is authorized, within the limitations and restrictions stated
in the Certificate of Incorporation, to fix by resolution or resolutions the
designation of each series of Preferred Stock and the powers, preferences,
rights, qualifications, limitations and restrictions pertaining to the Preferred
Stock, or any series thereof; and
WHEREAS, it is the desire of the Board of Directors of the Company,
pursuant to its authority as aforesaid, to authorize and fix the terms of the
Preferred Stock to be designated the Series A Convertible Preferred Stock of the
Company and the number of shares constituting such Preferred Stock;
NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized the
Series A Convertible Preferred Stock on the terms and with the provisions herein
set forth:
TERMS, PREFERENCES, RIGHTS AND LIMITATIONS
OF
SERIES A CONVERTIBLE PREFERRED STOCK
WESTWOOD ONE, INC.
The relative rights, preferences, powers, qualifications, limitations
and restrictions granted on or imposed upon the Series A Convertible Preferred
Stock or the holders thereof are as follows:
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1. Designation; Number of Shares. The designation of the preferred
stock authorized by this resolution shall be Series A Convertible Preferred
Stock, par value $0.01 per share (the "Series A Preferred Stock"), and the
number of shares of Series A Preferred Stock authorized hereby shall be
3,824,625.
2. Liquidation Rights.
a. For purposes hereof, the term "Liquidating Event" shall mean (i)
any liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary, (ii) any consolidation or merger of the Corporation into another
corporation or corporations (except in the case of a merger or consolidation in
which the Corporation is the continuing corporation), or (iii) the sale or
transfer by the Corporation of all or substantially all of its assets. Upon the
occurrence of any Liquidating Event, the holders of shares of Series A Preferred
Stock shall be entitled to receive ratably, before any distribution or payment
is made upon any Junior Security, to be paid out of the assets of the
Corporation available for distribution to its stockholders, an amount per share
of Series A Preferred Stock in cash equal to $.01. If upon any such Liquidating
Event, the assets of the Corporation to be distributed among the holders of
shares of Series A Preferred Stock shall be insufficient to permit payment to
such holders of the aggregate amount which such holders are then entitled to be
paid, then the entire assets of the Corporation to be distributed shall be
distributed ratably among such holders so that an equal amount is received with
respect to each share of Series A Preferred Stock. After the payment or the
setting apart for payment to the holders of Series A Preferred Stock of the
preferential amounts so payable to them upon a Liquidating Event, the holders of
any Junior Security shall be entitled to receive, ratably share for share
without distinction as to class, the remaining assets of the Corporation, if
any, based upon the number of shares of fully vested Junior Security held by
each such holder.
b. The Corporation will mail written notice of any Liquidating Event,
not less than 30 days prior to the date of such Liquidating Event, to each
holder of shares of Series A Preferred Stock.
c. "Junior Securities" means any equity security of any kind which
the Corporation at any time issues, including (a) the Common Stock, par value
$0.01 per share (the "Common Stock") and (b) the Class B Stock, par value $0.01
per share (the "Class B Stock"), other than the shares of Series A Preferred
Stock or as holders of a majority of the shares of then outstanding Series A
Preferred Stock otherwise expressly designate.
3. Voting Rights. With respect to all matters upon which stockholders
are entitled to vote or to which stockholders are entitled to give consent, the
holders of the outstanding shares of Series A Preferred Stock, the holders of
the outstanding shares of Common Stock and the holders of any outstanding shares
of Class B Stock shall vote together without regard to class, and every holder
of the outstanding shares of Series A Preferred Stock shall be entitled to cast
thereon one (1) vote in person or by proxy for each share and shall have no
cumulative voting rights. With respect to any proposed amendment to the
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Certificate of Incorporation which would increase or decrease the number of
authorized shares of the Series A Preferred Stock, increase or decrease the par
value of the shares of the Series A Preferred Stock, or alter or change the
powers, preferences, relative voting power or special rights of the shares of
the Series A Preferred Stock so as to affect them adversely, the approval of the
majority of the votes entitled to be cast by the holders of the Series A
Preferred Stock, voting separately as a class, shall be obtained in addition to
any required approval of the majority of the votes entitled to be cast by the
holders of the Common Stock, the Class B Stock and the Series A Preferred Stock
voting together without regard to class as hereinbefore provided.
4. Dividends. Holders of shares of Series A Preferred Stock shall not
be entitled to dividends.
5. Conversion of Series A Preferred Stock.
a. Conversion Procedure. (i) Each share of the Series A Preferred
Stock, at the option of the holder, shall be convertible into one (1) share of
Common Stock, subject to adjustment as provided in Section 5.b, (the "Conversion
Ratio"), upon the return of the Loaned Securities (as defined in that certain
Stock Loan and Pledge Agreement between Metro Networks, Inc. ("Metro") and David
I. Saperstein ("Saperstein"), dated as of October 16, 1996, which agreement has
been assumed by the Corporation and amended pursuant to that certain Assignment,
Assumption and Amendment Agreement, dated as of September 22, 1999, among Metro,
Saperstein and the Corporation (the "Stock Loan and Pledge Agreement")) pursuant
to the Stock Loan and Pledge Agreement. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date a holder of
Series A Preferred Stock requests such conversion be made, and the person or
persons entitled to receive the shares of Common Stock issuable upon conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock on such date. Upon the conversion of the Series A Preferred
Stock pursuant to this Section 5, (x) the shares of Preferred Stock designated
as Series A Preferred Stock shall, upon the filing of a proper certificate with
the Delaware Secretary of State, cease to be so designated, (y) such shares
shall remain authorized shares of Preferred Stock, and (z) such shares of
Preferred Stock may be redesignated and included in another series of Preferred
Stock pursuant to Section 4 Article Fourth of the Certificate of Incorporation
of the Corporation, as amended from time to time.
(ii) As soon as possible after a conversion has been effected in
accordance with clause (i) above (but in any event within five (5) business days
in the case of subclause (a) below), the Corporation shall deliver to the
converting holder:
(a) a certificate or certificates representing, in the aggregate, the
number of shares of Common Stock issuable by reason of such conversion, in the
name or names and in such denomination or denominations as the converting holder
has specified; and
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(b) a certificate representing any shares which were represented by
the certificate or certificates delivered to the Corporation in connection with
such conversion but which were not converted.
(iii) The issuance of certificates for shares of Common Stock upon
conversion of Series A Preferred Stock shall be made without charge to the
holders of such Series A Preferred Stock for any issuance tax in respect thereof
or other cost incurred by the Corporation in connection with such conversion and
the related issuance of shares of Common Stock. Upon conversion of any shares of
Series A Preferred Stock, the Corporation shall take all such actions as are
necessary in order to insure that the Common Stock issuable with respect to such
conversion shall be validly issued, fully paid and nonassessable.
(iv) Unless the Board of Directors shall otherwise determine, no
fractional shares of Common Stock or scrip representing fractional shares shall
be issued upon conversion of shares of Series A Preferred Stock. If more than
one share of Series A Preferred Stock shall be surrendered for conversion at one
time by the same record holder, the number of full shares of Common Stock
issuable upon the conversion thereof shall be computed on the basis of the
aggregate number of shares of Series A Preferred Stock so surrendered by such
record holder. Instead of any fractional share of Common Stock otherwise
issuable upon conversion of any shares of the Preferred Stock, the Corporation
shall pay a cash adjustment in respect of such fraction in an amount equal to
the same fraction of the closing price for a share of Common Stock on the NYSE
Composite Transaction Tape on the day the conversion is deemed to have been made
pursuant to this Section 5.a.
(v) The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose of
issuance upon the conversion of the Series A Preferred Stock, such number of
shares of Common Stock as are issuable upon the conversion of all outstanding
Series A Preferred Stock. All shares of Common Stock which are so issuable
shall, when issued, be duly and validly issued, fully paid and nonassessable.
b. Effect on Conversion Ratio of Certain Events. For purposes of
determining the applicable Conversion Ratio under this Section 5.b., the
following shall be applicable:
(i) Subdivision or Combination of Common Stock. If the Corporation at
any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, or if the Corporation at any time combines (by reverse
stock split or otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number of shares, the applicable Conversion Ratio in
effect immediately prior to such subdivision or combination shall be
proportionately adjusted.
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(ii) Reorganization, Reclassification, Consolidation, Merger or Sale.
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Corporation's assets to any entity or
other transaction which is effected in such a manner that holders of Common
Stock are entitled to receive (either directly or upon subsequent liquidation)
stock, securities or assets with respect to or in exchange for Common Stock is
referred to herein as an "Organic Change." Prior to the consummation of any
Organic Change, the Corporation shall make appropriate provisions (in form and
substance reasonably satisfactory to the holders of a majority of the shares of
the Series A Preferred Stock then outstanding) to insure that each of the
holders of Series A Preferred Stock shall thereafter have the right to acquire
and receive, in lieu of or in addition to (as the case may be) the shares of
Common Stock immediately theretofore acquirable and receivable upon the
conversion of such holder's Series A Preferred Stock, such shares of stock,
securities or assets as such holder would have received in connection with such
Organic Change if such holder had converted its Series A Preferred Stock into
shares of Common Stock immediately prior to such Organic Change. In each such
case, the Corporation shall also make appropriate provisions (in form and
substance reasonably satisfactory to the holders of a majority of the Series A
Preferred Stock then outstanding) to insure that the provisions of this Section
5 shall thereafter be applicable to the Series A Preferred Stock and to the
shares of stock, securities or assets received by each holder upon such Organic
Change. The Corporation shall not effect any Organic Change unless, prior to the
consummation thereof, the successor corporation (if other than the Corporation)
resulting from consolidation or merger or the corporation purchasing such assets
assumes by written instrument (in form and substance reasonably satisfactory to
the holders of a majority of the Series A Preferred Stock then outstanding), the
obligation to deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.
c. Certain Events. If an event not specifically enumerated in this
Section 5 occurs which has substantially the same economic effect on the Series
A Preferred Stock as those specifically enumerated shall occur, then this
Section 5 shall be construed liberally, mutatis mutandis, in order to give the
Series A Preferred Stock the benefit of the protections provided under this
Section 5. The Corporation's Board of Directors shall make an appropriate
adjustment in the applicable Conversion Ratio so as to protect the rights of the
holders of Series A Preferred Stock; provided that no such adjustment shall
decrease the number of shares of Common Stock issuable upon conversion of each
share of Series A Preferred Stock.
d. Notices.
(i) Immediately upon any adjustment of the applicable Conversion
Ratio, the Corporation shall give written notice thereof to the holders of
Series A Preferred Stock, setting forth in reasonable detail and certifying the
calculation of such adjustment.
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(ii) The Corporation shall give written notice to all holders of
Series A Preferred Stock at least twenty (20) days prior to the date on which
the Corporation closes its books or takes a record (a) with respect to any
dividend or distribution upon any class of Common Stock, (b) with respect to any
pro rata subscription offer to holders of any class of Common Stock or (c) for
determining rights to vote with respect to any Organic Change, dissolution or
liquidation.
(iii) The Corporation shall also give written notice to the holders
of Series A Preferred Stock at least twenty (20) days prior to the date on which
any Organic Change shall be consummated.
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IN WITNESS WHEREOF, WESTWOOD ONE, INC. has caused this certificate to
be signed by Joel Hollander, its President and Chief Executive Officer, as of
the 21st day of September, 1999.
WESTWOOD ONE, INC.
By: /s/ Joel Hollander
-----------------------------------------
Joel Hollander
President and Chief Executive Officer
7
EXHIBIT 99.1
WESTWOOD ONE COMPLETES ACQUISITION OF METRO NETWORKS
BOARD OF DIRECTORS APPROVES STOCK REPURCHASE PROGRAM AND
NAMES THREE ADDITIONAL DIRECTORS
CULVER CITY, CA, SEPTEMBER 23,1999 -- Westwood One, Inc. (NYSE:WON) and Metro
Networks, Inc. (NASDAQ:MINT) today announced the completion of the acquisition
of Metro Networks by Westwood One, following approval of the companies'
stockholders at meetings held yesterday. Metro Networks is now a wholly-owned
subsidiary of Westwood One.
Each outstanding share of Metro Common Stock was converted in the merger into
the right to receive 1.5 shares of Westwood One Common Stock.
Boston Equiserve has been retained by Westwood One to serve as Exchange Agent.
Letters of Transmittal, together with instructions for their use, are expected
to be provided promptly to Metro stockholders.
Westwood One also today announced that its Board of Directors has approved a
$200 million share repurchase program. The authorization includes both open
market purchases as well as private transactions, from time to time. The
repurchased shares will be acquired for general corporate purposes. Under the
Company's previous share repurchase program, the Company repurchased, during the
period from 1996 to date, an aggregate of 7,400,000 shares of its Common Stock
at a cost of approximately $177,400,000.
Westwood One also announced that David Saperstein, the former Chairman and Chief
Executive Officer of Metro, Dennis Holt, a former director of Metro, and Joel
Hollander, the President and Chief Executive Officer of Westwood One, have
joined the Board of Directors of Westwood One. Other action taken at the
Westwood One annual meeting of stockholders yesterday included the re-election
of Steven A. Lerman and Gerald Greenberg as directors of Westwood One, with
terms expiring in 2002, and the approval of Westwood One's 1999 Stock Incentive
Plan.
Westwood One provides over 150 news, sports, music, talk, entertainment
programs, features, live events and 24/7 Formats. Metro Networks/Shadow
Broadcast Services, both subsidiaries of Westwood One, provide information
services to the radio and TV industries including traffic, news, weather and
sports reporting and content. Westwood One including Metro Networks/Shadow
Broadcast Services, serves more than 7,500 radio stations. Westwood One, is
managed by Infinity Broadcasting Corporation.
##
Press Contact: Farid Suleman Westwood One 212/314-9215
