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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
WESTWOOD ONE, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
961815 10 7
(CUSIP Number)
Neil A. Torpey, Esq.
Paul, Hastings, Janofsky & Walker LLP
399 Park Avenue
New York, New York 10022
(212) 318-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 19, 1999 and October 26, 1999
(Date of Events which Require 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 [ ]
Page 1 of 7 pages
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SCHEDULE 13D
CUSIP No. 961815 10 7 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David I. Saperstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 9,630,083
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY EACH None
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
9,630,083
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,630,083
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14 TYPE OF REPORTING PERSON
IN
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This Amendment No. 1 to the Schedule 13D ("Amendment No.1") is
being filed by David I. Saperstein (the "Reporting Person") pursuant to Rule
13d-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, with respect to the common stock, par value $.01 per share
(the "Issuer Common Stock") of Westwood One, Inc., a Delaware corporation (the
"Issuer"). This Amendment No. 1 supplements, amends and restates information
contained in the Schedule 13D originally filed by the Reporting Person on
October 5, 1999 (the "Schedule 13D"). Capitalized terms used in this Amendment
No. 1 but not otherwise defined have the meaning ascribed to them in the
Schedule 13D. The Schedule 13D is supplemented, amended and restated as follows:
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended and restated in its entirety to report the
sale of 2,093,330 shares of Issuer Common Stock by the Reporting Person as
follows:
The Reporting Person acquired the shares of Issuer Common
Stock reported herein solely for investment purposes.
(a), (e) Pursuant to the Merger Agreement, the Reporting
Person received 3,824,625 shares of Issuer Preferred Stock in exchange for
2,549,750 shares of Metro Preferred Stock. By its terms, each share of Issuer
Preferred Stock is convertible with no premium into one share of Issuer Common
Stock at the option of the holder. However, under the Metro Loan Agreement and
the Assignment Agreement, the Reporting Person may not convert the Issuer
Preferred Stock into Issuer Common Stock prior to repaying the Metro Stock Loan.
The Metro Stock Loan may be repaid only by delivering to the Issuer either the
Issuer Preferred Stock or 3,824,625 shares of Issuer Common Stock. See Items 3
and 5.
On October 19, 1999, the Reporting Person sold 1,560,000
shares of Issuer Common Stock pursuant to a "brokerage transaction" (the
"Brokerage Transaction"), as such term is defined in Rule 144 under the
Securities Act of 1933, as amended. Goldman, Sachs & Co. ("Goldman") sold these
shares (the "Brokerage Shares") in its capacity as a broker for the Reporting
Person. The Brokerage Shares were sold by the Reporting Person for an aggregate
amount of $58,500,000, representing an amount equal to $37.50 per Brokerage
Share.
Also on October 19, 1999, the Reporting Person entered into a
letter agreement (the "Letter Agreement") with the Issuer, pursuant to which the
Reporting Person sold 533,330 shares of Issuer Common Stock to the Issuer (the
"Stock Repurchase") pursuant to the Issuer's stock repurchase program (the
"Stock Repurchase Program"). Such shares (the "Repurchase Shares") were sold by
the Reporting Person pursuant to the Issuer's Stock Repurchase Program for an
aggregate amount of $19,999,875.00, representing an amount equal to $37.50 per
Repurchase Share. The Stock Repurchase was consummated on October 26, 1999.
(d) Pursuant to the Merger Agreement, the Issuer agreed to add
the Reporting Person and one additional person designated by the Reporting
Person to its Board of Directors. In connection therewith, on September 22,
1999, the Reporting Person and Infinity Broadcasting
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Corporation ("Infinity") entered into a voting agreement (the "Voting
Agreement"). Pursuant to the Voting Agreement, (1) Infinity agreed to vote all
shares of capital stock of the Issuer which Infinity owns or controls and which
is entitled to vote thereon in favor of the election of the Reporting Person and
a designee appointed by the Reporting Person to the Board of Directors of the
Issuer, and (2) the Reporting Person agreed to vote all shares of capital stock
of the Issuer which the Reporting Person owns or controls and which is entitled
to vote thereon in favor of the election of the person or persons selected by
Infinity for election to the Board of Directors of the Issuer. The Voting
Agreement will terminate no later than the fourth anniversary of the date
thereof.
(b), (c), (f), (g), (h), (i) and (j)
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended to restate in its entirety as follows:
(a) The Reporting Person beneficially owns an aggregate of
9,630,083 shares of Issuer Common Stock, constituting 17.2% of the total class.
The shares of Issuer Common Stock reported herein as
beneficially owned by the Reporting Person do not include an aggregate of
1,573,375 shares of Issuer Common Stock held by the Trusts, the beneficiaries of
which are the children of the Reporting Person. The Reporting Person disclaims
beneficial ownership of such shares. In addition, the shares of Issuer Common
Stock reported herein as beneficially owned by the Reporting Person do not
include the Issuer Preferred Stock owned by the Reporting Person and pledged to
the Issuer pursuant to the Metro Loan Agreement and the Assignment Agreement.
The Issuer Preferred Stock has not been included among the shares beneficially
owned by the Reporting Person because it can only be converted into Issuer
Common Stock upon repayment of the Metro Stock Loan. The Reporting Person has no
plans at this time to repay the Metro Stock Loan and convert the Issuer
Preferred Stock. See items 3 and 4.
(b) Except as specified in the Voting Agreement, the Reporting
Person has sole voting and dispositive power as to 9,630,083 shares of Issuer
Common Stock.
(c) Other than as provided herein, no transactions in the
Issuer Common Stock were effected by the Reporting Person since the filing of
the Schedule 13D Statement.
(d) Under the terms of the Metro Loan Agreement, so long as
the Metro Stock Loan is outstanding, the Issuer (as assignee of Metro) is
entitled to receive distributions, if any, from the 3,824,625 shares of Issuer
Common Stock loaned to the Reporting Person. Under the terms of each of the
Trust Loan Agreements between the Reporting Person and the Trusts, so long as
the Trust Stock Loans are outstanding, the Trusts are entitled to receive
distributions, if
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any, from the 1,575,375 shares of Issuer Common Stock loaned, in the aggregate,
to the Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 is amended to restate in its entirety as follows:
350,000 shares of Metro Common Stock held by Goldman are
pledged to secure a loan of $5,000,000 made by Goldman to an entity controlled
by the Reporting Person. Pursuant to the Merger Agreement, these shares were
converted into the right to receive 525,000 shares of Issuer Common Stock.
500,000 shares of Issuer Common Stock held by Goldman are
pledged to secure a loan of approximately $11,300,000 made by Goldman to the
Reporting Person.
See Items 3, 4(a), (d) and (e) and 5(a) and (d).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(i) Stock Loan and Pledge Agreement, dated as of October
16, 1996, between Metro Networks, Inc. and David I.
Saperstein.
(ii) Assignment, Assumption and Amendment Agreement dated
as of September 22, 1999, among Westwood One, Inc.,
Metro Networks, Inc. and David I. Saperstein.
(iii) Stock Loan and Pledge Agreement, dated as of October
16, 1996, between Michelle Joy Coppola 1994 Trust and
David I. Saperstein.(1/)
(iv) Merger Agreement, dated as of June 1, 1999, as
amended, among Westwood One, Inc., Copter Acquisition
Corp. and Metro Networks, Inc.
(v) Voting Agreement, dated as of September 22, 1999,
between David I. Saperstein and Infinity Broadcasting
Corporation.
(vi) Letter Agreement, dated as of October 19, 1999,
between David I. Saperstein and Westwood One, Inc.
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(1/) Except for the names of the parties, the four
other Trust Loan Agreements are identical to the
Trust Loan Agreement filed herewith and accordingly
are not being filed.
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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.
Dated: November 3, 1999
/s/David I. Saperstein
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David I. Saperstein
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EXHIBIT INDEX
(i) Stock Loan and Pledge Agreement, dated as of October
16, 1996, between Metro Networks, Inc. and David I.
Saperstein (incorporated by reference to Exhibit
99.(I) to Metro's Schedule 13D filed with the
Securities and Exchange Commission on October 29,
1996).
(ii) Assignment, Assumption and Amendment Agreement dated
as of September 22, 1999, among Westwood One, Inc.,
Metro Networks, Inc. and David I. Saperstein
(incorporated by reference to Exhibit 99.(II) to
Westwood's Schedule 13D filed on October 5, 1999).
(iii) Stock Loan and Pledge Agreement, dated as of October
16, 1996, between Michelle Joy Coppola 1994 Trust and
David I. Saperstein (incorporated by reference to
Exhibit 99.(II) to Metro's Schedule 13D filed with
the Securities and Exchange Commission on October 29,
1996).
(iv) Merger Agreement, dated as of June 1, 1999, as
amended, among Westwood One, Inc., Copter Acquisition
Corp. and Metro Networks, Inc. (incorporated by
reference to Exhibit 2.1 to the Issuer's Registration
Statement on Form S-4 filed with the Securities and
Exchange commission on August 20, 1999).
(v) Voting Agreement, dated as of September 22, 1999,
between David I. Saperstein and Infinity Broadcasting
Corporation (incorporated by reference to Exhibit
99.(V) to Westwood's Schedule 13D filed on October
5, 1999).
(vi) Letter Agreement, dated as of October 19, 1999,
between David I. Saperstein and Westwood One, Inc.
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WESTWOOD ONE, INC.
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019
October 19, 1999
Mr. David I. Saperstein
c/o Metro Networks, Inc.
Suite 4000
2800 Oak Post Boulevard
Houston, Texas 77056
Dear Mr. Saperstein:
This letter agreement confirms that on October 26, 1999 (the "Closing
Date"), Westwood One, Inc. (the "Company") will acquire from David I.
Saperstein ("Saperstein") 533,330 shares of common stock, par value $0.01 per
share, of the Company (the "Shares") pursuant to the Company's stock repurchase
program. The purchase price for the Shares shall be an aggregate amount equal to
$19,999,875.00 (the "Purchase Price"), representing an amount equal to $37.50
per Share.
1. Closing. The Purchase Price shall be payable to Saperstein on the
Closing Date by wire transfer of immediately available funds to an account or
accounts designated by Saperstein. On the Closing Date, Saperstein shall cause
to be delivered to the Company, free and clear of any and all liens, 100% of the
Shares.
2. Ownership, Title and Transfer of Shares. As of the date hereof
Saperstein is, and as of the Closing Date Saperstein will be, the record and
beneficial owner of the Shares, free and clear of any and all liens, and as of
the date hereof Saperstein has, and as of the Closing Date Saperstein will have,
the requisite capacity, power and authority to sell, transfer and deliver the
Shares as provided in this letter agreement. The delivery of the Shares by
Saperstein to the Company will convey to the Company good and marketable title
of such Shares, free and clear of any and all liens.
3. No Reliance; Assumption of Risk. Saperstein (i) has initiated and
desires to consummate the sale of the Shares to the Company, (ii) is satisfied
fully with the Purchase Price and agrees that such Purchase Price is fair and
reasonable, (iii) is selling the Shares for his own account, (iv) is assuming
voluntarily all risks associated with the sale of the Shares and is not relying
on any disclosure (or non-disclosure) made (or not made) in connection with or
arising out of the purchase of the Shares, and (v) does not and will not have or
assert any claims against the Company or any of its affiliates for any
additional compensation or payments for any reason whatsoever in connection with
the sale of the Shares.
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4. Investigation. Saperstein has conducted his own
investigation, to the extent that he has determined necessary or desirable, in
connection with his sale of the Shares to the Company and has determined to
enter into and complete such transaction based on, among other things, such
investigation.
5. Governing Law. This letter agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the conflicts of laws principles thereof.
6. Counterparts. This letter agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute one and the same instrument.
Very truly yours,
WESTWOOD ONE, INC.
By: /s/ Farid Suleman
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Name: Farid Suleman
Title: Executive Vice President, Chief
Financial Officer and Secretary
Accepted and Agreed as of
this 25th day of October, 1999:
/s/ David I. Saperstein
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David I. Saperstein
