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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
September 22, 1999
-------------------------------
(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 [ ]
Page 1 of 8 pages
Exhibit Index on page 8
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SCHEDULE 13D
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CUSIP No. 961815 10 7 Page 2 of 8 Pages
- ----------------------------- --------------------------
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David I. Saperstein
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
11,723,413
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED --------------------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 11,723,413
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,723,413
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
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14 TYPE OF REPORTING PERSON
IN
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2
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, $.01 par value (the "Issuer Common Stock"), of
Westwood One, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 9540 Washington Boulevard,
Culver City, California 90232.
ITEM 2. IDENTITY AND BACKGROUND.
(a) David I. Saperstein (the "Reporting Person").
(b) The Reporting Person's principal business address is c/o
Weinstein, Spira & Company, 2200 Five Greenway Plaza, Houston, Texas 77047.
(c) The present principal occupation of the Reporting Person is
providing consulting services to the Issuer.
(d), (e) During the last five years, the Reporting Person has neither
been convicted in a criminal proceeding nor been a party to a civil proceeding
as a result of which it or he is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws.
(f) The Reporting Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person acquired 11,423,413 shares of Issuer Common Stock
in exchange for 7,615,609 shares of the common stock of Metro Networks, Inc.
("Metro"), par value $.001 ("Metro Common Stock"), pursuant to the Agreement and
Plan of Merger, dated as of June 1, 1999, as amended as of August 20, 1999,
among the Issuer, Copter Acquisition Corp. and Metro (the "Merger Agreement").
In addition, under the transactions contemplated by the Merger Agreement (the
"Merger"), the Reporting Person received options to purchase 450,000 shares of
Issuer Common Stock in exchange for the Reporting Person's options to purchase
300,000 shares of Metro Common Stock pursuant to certain Metro employee stock
option plans. The Reporting Person has beneficial ownership of 300,000 of these
shares of Issuer Common Stock.
On October 16, 1996, the Reporting Person entered into a Stock Loan
and Pledge Agreement (the "Metro Loan Agreement") with Metro, pursuant to which
the Reporting Person borrowed 2,549,750 shares of Metro Common Stock from Metro
(the "Metro Stock Loan"). As
3
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consideration for the Metro Stock Loan, the Reporting Person pledged all
2,549,750 shares of his Metro Series A Convertible Preferred Stock (the "Metro
Preferred Stock"), paid an upfront loan transaction fee of $2,550 and agreed to
pay an annual fee over the term of the loan of 0.1% of the average fair market
value of such loaned shares during the five day period following Metro's
initial public offering (the "IPO") which commenced on October 17, 1996. All
2,549,750 of such borrowed shares were sold in the IPO for $16.00 per share. On
September 22, 1999, Metro, the Issuer and the Reporting Person entered into an
Assignment, Assumption and Amendment Agreement (the "Assignment Agreement")
wherein Metro assigned all of its right, title and interest in the Metro Loan
Agreement to the Issuer. Pursuant to the Merger Agreement, the 2,549,750 shares
of Metro Preferred Stock pledged to Metro (the "Metro Pledged Stock") were
exchanged for 3,824,652 shares of Issuer's Series A Convertible Preferred Stock
(the "Issuer Preferred Stock"), which shares have been pledged to secure the
Metro Stock Loan.
On October 16, 1996, the Reporting Person entered into five Stock Loan
and Pledge Agreements (the "Trust Loan Agreements") with, respectively, the
Michelle Joy Coppola 1994 Trust, the Jennifer Beth Saperstein 1994 Trust, the
Jonathan Alexander Saperstein 1994 Trust, the Alexis Daniella Saperstein 1994
Trust and the Stefanie Nicole Saperstein 1994 Trust (such Trusts, collectively,
the "Trusts"), pursuant to which the Reporting Person borrowed an aggregate of
1,050,250 shares of Metro Common Stock from the Trusts (the "Trust Stock
Loans"). As consideration for the Trust Stock Loans, the Reporting Person
pledged an aggregate of 1,050,250 shares of Metro Common Stock and agreed to
pay an annual fee over the term of the loan of 0.1% of the average fair market
value of such loaned shares during the preceding twelve month period. All
1,050,250 of such borrowed shares were sold by the Reporting Person in the IPO
for $16.00 per share. Upon consummation of the Merger Agreement, the shares of
Metro Common Stock pledged to the Trusts were converted into the right to
receive 1,575,375 shares of Issuer Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
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.
(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 Corporation ("Infinity") entered
into a voting agreement (the "Voting Agreement"). Pursuant to the
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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.
(a) The Reporting Person beneficially owns an aggregate of 11,723,413
shares of Issuer Common Stock, constituting 20.9% 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 1,575,375 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 11,423,413 shares of Issuer Common
Stock. See Items 4 and 5(a).
(c) Other than as provided herein, no transactions in the Issuer
Common Stock were effected during the past sixty days by the Reporting Person.
See Item 3.
(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 any, from the 1,575,375 shares of Issuer Common Stock loaned, in the
aggregate, to the Reporting Person.
5
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(e) Not applicable.
ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
350,000 shares of Metro Common Stock held by Goldman, Sachs & Co.
("Goldman Sachs") are pledged to secure a loan of $5,000,000 made by
Goldman Sachs 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.
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. Incorporated by reference to Exhibit 2.1 to
the Issuer's Registration Statement on Form S-4 (Registration
Number 333-85609) filed on August 20, 1999.
(v) Voting Agreement, dated as of September 22, 1999, between
David I. Saperstein and Infinity Broadcasting Corporation.
- ---------------
(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.
6
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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.
Dated: September 30, 1999
/s/ David I. Saperstein
----------------------------------
David I. Saperstein
<PAGE> 8
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.
(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.
<PAGE> 1
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the "Agreement") is
made as of the 22nd day of September, 1999 by and among Metro Networks, Inc., a
Delaware corporation ("Assignor"), Westwood One, Inc., a Delaware corporation
("Assignee"), and David Saperstein ("Saperstein").
W I T N E S S E T H:
WHEREAS, Assignor and Saperstein have entered into that certain Stock
Loan and Pledge Agreement, dated as of October 16, 1996 (the "Agreement");
WHEREAS, Assignor desires to assign the Agreement to Assignee and Assignee
desires to assume the Agreement as more fully provided below;
WHEREAS, Saperstein has consented to such assignment and assumption; and
WHEREAS, Assignee and Saperstein desire to amend certain provisions of the
Agreement as more fully provided below.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
ARTICLE I
ASSIGNMENT, ASSUMPTION AND CONSENT
1.1 Assignor does hereby assign all of its right, title and interest and
obligations in and to the Agreement.
1.2 Assignee hereby accepts the foregoing assignment, assumes all of
Assignor's obligations pursuant to the Agreement and agrees to perform all the
terms of the Agreement on and after the date hereof.
1.3 Saperstein hereby consents to the assignment and assumption referred
to in Section 1.1 and 1.2 above.
ARTICLE II
AMENDMENTS
Assignee and Saperstein hereby agree that the Agreement shall be amended
as follows:
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2.1 The term "Pledged Shares" in the Agreement shall be amended to mean
the 3,824,625 shares of Series A Convertible Preferred Stock of the Assignee
represented by Stock Certificate Number 1.
2.2 Notwithstanding Section 4.1 of the Agreement, the Assignee agrees
that it shall not exercise its right to terminate the Agreement prior to
September 22, 2004.
ARTICLE III
MISCELLANEOUS
3.1 This Agreement shall be binding upon and shall inure to the benefit
of Assignor, Assignee and Saperstein and their respective successors and
assigns.
3.2 All notices, requests and other communications hereunder shall be in
writing and shall be delivered in person or mailed by first class certified or
registered mail, return receipt requested, postage prepaid, by reputable
overnight mail or courier or by telecopier, in either case, with receipt
confirmed, addressed as follows:
If to Assignor or Assignee:
c/o Westwood One, Inc.
9450 Washington Boulevard
Culver City, California 90232
Attn: Joel Hollander
If to the Saperstein:
David Saperstein
c/o Weinstein, Spira & Company
2200 Five Greenway Plaza
Houston, Texas 77046
with a copy to:
Paul, Hastings, Janofsky & Walker LLP
399 Park Avenue
New York, New York 10022
Attn: Neil A. Torpey, Esq.
3.3 This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the principles of
conflicts of laws thereof.
3.4 This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and all of which shall constitute one
agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
METRO NETWORKS, INC.
By: /s/ SHANE E. COPPOLA
-----------------------------------
Name: Shane E. Coppola
Title: Executive Vice President
WESTWOOD ONE, INC.
By: /s/ GARY YUSKO
-------------------------------------
Name: Gary Yusko
Title: Vice President
/s/ DAVID SAPERSTEIN
--------------------------------------
David Saperstein
<PAGE> 1
VOTING AGREEMENT
This Voting Agreement (the "Agreement") is entered into as of
September 22, 1999 by and between David I. Saperstein ("Saperstein") and
Infinity Broadcasting Corporation, a Delaware corporation ("Infinity"), as
shareholders of Westwood One, Inc., a Delaware corporation (the "Company").
Saperstein and Infinity are sometimes referred to herein individually as a
"Stockholder" and collectively as the "Stockholders."
WHEREAS, the Company, Copter Acquisition Corp., a wholly owned
subsidiary of the Company ("Merger Sub"), and Metro Networks, Inc. ("Metro")
entered into an Agreement and Plan of Merger, dated as of June 1, 1999 (as
amended, the "Merger Agreement"; capitalized terms used without definition
herein have the meanings ascribed thereto in the Merger Agreement);
WHEREAS, the Merger Agreement provides, among other things,
for the merger of Merger Sub with and into Metro and, in connection with such
merger, the stockholders of Metro would receive shares of the Company in
exchange for their shares of Metro;
WHEREAS, pursuant to the terms of the Merger Agreement, the
Company agreed to take all necessary action to cause Saperstein and a designee
selected by Saperstein (the "Saperstein Designee") to serve on the Board of
Directors of the Company;
WHEREAS, Saperstein, Charles I. Bortnick, Shane E. Coppola and
the Company have entered into the Company Stockholders Voting Agreement,
pursuant to which Saperstein has agreed, inter alia, to enter into this
Agreement; and
WHEREAS, Infinity and Metro have entered into the Parent
Stockholder Voting Agreement, pursuant to which Infinity has agreed, inter alia,
to enter into this Agreement.
NOW, THEREFORE, in consideration of the of the foregoing
recitals and the mutual covenants and agreement contained herein and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
<PAGE> 2
1. ELECTION OF DIRECTORS.
(a) To the extent not prohibited by applicable law and the
rules of any securities exchange on which the Company's voting capital stock is
then traded, at each annual or special meeting of the stockholders of the
Company occurring on or after the date of this Agreement at which directors of
the Company are to be elected, or by a consent in writing of such stockholders
in lieu thereof, Infinity agrees to vote (or cause to be voted) all shares of
capital stock of the Company then owned or the voting of which is controlled by
it or its Affiliates (as defined below) that are entitled to vote for the
election of directors of the Company, whether now owned or controlled or if
ownership or control is hereafter acquired, in favor of the election of
Saperstein and the Saperstein Designee, to the extent Saperstein and/or the
Saperstein Designee has been nominated by the Company's Board of Directors or a
committee thereof, as directors of the Company.
(b) To the extent not prohibited by applicable law and the
rules of any securities exchange on which the Company's voting capital stock is
then traded, at each annual or special meeting of the stockholders of the
Company occurring on or after the date of this Agreement at which directors of
the Company are to be elected, or by a consent in writing of such stockholders
in lieu thereof, Saperstein agrees to vote (or cause to be voted) all shares of
capital stock of the Company then owned or the voting of which is controlled by
him or his Affiliates that are entitled to vote for the election of directors of
the Company, whether now owned or controlled or if ownership or control is
hereafter acquired, in favor of the election of such persons Infinity shall have
selected as designees for election to the Board of Directors of the Company
(collectively, "Infinity Designees"), to the extent the Infinity Designees have
been nominated by the Company's Board of Directors or a committee thereof, as
directors of the Company.
(c) Each of the Stockholders agrees that he or it (as
applicable) shall vote (i) in favor of (A) the removal from the Company's Board
of Directors of the Saperstein Designee or an Infinity Designee, as the case may
be, when such removal is demanded by Saperstein or Infinity, as the case may be,
and (B) the election of a successor designee of Saperstein or Infinity, as the
case may be, to fill any vacancy caused by such removal or by the resignation,
death or disability of the applicable designee and (ii) in opposition to any
attempt to remove (other than for cause) Saperstein or the Saperstein Designee
or Infinity Designees, as the case may be, without the written consent of the
Stockholder who designated the director that is the subject of such attempt to
remove.
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(d) As used herein, "Affiliate" shall mean, with respect to a
Stockholder, any person or entity that such Stockholder directly or indirectly
controls.
2. OTHER MATTERS.
(a) Except as expressly provided in Section 1, this Agreement
shall not extend to voting upon questions and matters upon which stockholders of
the Company have a right to vote under the Certificate of Incorporation or
Bylaws of the Company, or otherwise.
(b) Nothing in this Voting Agreement, express or implied,
shall relieve any director of the Company of any fiduciary or other duties or
obligations he or she may have to the Company's stockholders.
(c) Nothing in this Voting Agreement shall be deemed to
restrict or limit in any manner whatsoever the right of a Stockholder to sell,
transfer or otherwise dispose of any shares of capital stock of the Company. For
greater certainty, except to the extent a Stockholder or its Affiliates own or
control the voting of any shares that are sold, transferred or otherwise
disposed of, the voting obligations set forth in Section 1 of this Agreement
shall not apply to any such shares after such sale, transfer or other
disposition.
3. TERMINATION.
This Agreement shall terminate and be of no further force or
effect upon the earliest to occur of the following: (a) the fourth anniversary
of the date of this Agreement; (b) the date as of which a Stockholder, including
his or its Affiliates, owns or controls less than 50% of the number of shares of
capital stock of the Company entitled to vote for the directors of the Company
owned by such Stockholders (and his or its Affiliates) on the date hereof (after
giving effect to the Merger), as adjusted for stock dividends, stock splits,
recapitalizations or similar type transactions; and (c) the written agreement of
each of the parties hereto agreeing to terminate this Agreement.
4. REPRESENTATIONS AND WARRANTIES.
Each Stockholder represents and warrants to the other Stockholder as
follows:
(a) Schedule I set forth, opposite such Stockholder's name,
the number and type of shares of each class of capital stock of the Company (the
"Shares") owned or the voting of which is controlled by such Stockholder. Such
Stockholder is the
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lawful owner of such Shares, free and clear of all liens, charges, options,
rights, encumbrances, stockholders agreements, voting agreements, agreements to
transfer or otherwise dispose of such Shares and commitments of every kind,
other than this Agreement and as disclosed in Schedule II and has the sole power
to vote (or cause to be voted) the Shares as set forth in this Agreement. Except
as set forth on such Schedule I, neither such Stockholder nor any of his or its
Affiliates owns or holds any rights to acquire any additional shares of any
class of capital stock or other securities of the Company or any interest
therein or any voting rights with respect to any additional shares of any class
of capital stock or any other securities of the Company.
(b) This Agreement has been duly executed and delivered by a
duly authorized officer of such Stockholder or, if the Stockholder is a natural
person, the Stockholder has the legal capacity to execute this Agreement.
(c) This Agreement constitutes the valid and binding agreement
of such Stockholder, enforceable against such Stockholder in accordance with its
terms.
(d) The execution and delivery of this Agreement by such
Stockholder do not violate or breach, and will not give rise to any violation or
breach, of such Stockholder's charter or by-laws, to the extent applicable, or,
except as will not materially impair the ability of such Stockholder to
effectuate, carry out or comply with all of the terms of this Agreement, any
order, writ, injunction, decree, law, statute, rule or regulation, third party
consent, approval, filing, registration or similar requirement of any court or
tribunal or administrative, governmental or regulatory body, agency or authority
or any agreement or contract by which such Stockholder or his or its assets or
properties are bound.
5. SPECIFIC PERFORMANCE.
It is agreed and understood that monetary damages would not
adequately compensate an injured party for the breach of this Agreement by any
party, that this Agreement shall be specifically enforceable, and that any
breach or threatened breach of this Agreement shall be the proper subject of a
temporary or permanent injunction or restraining order. Each party hereto waives
any claim or defense that there is an inadequate remedy at law for such breach
or threatened breach.
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6. GOVERNING LAW.
This Agreement and all amendments hereof shall be governed by
and construed in accordance with the laws of the State of Delaware, without
regard to the conflict of laws rules or provisions.
7. AMENDMENTS AND WAIVERS.
Any term hereof may be amended and the observance of any term
hereof may be waived only with the written consent of each party hereto. Any
amendment or waivers so effected shall be binding upon the Stockholders and any
assignee or transferee thereof.
8. SEVERABILITY.
Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
9. COUNTERPARTS.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
10. MANNER OF VOTING.
The voting of shares pursuant to this Agreement may be
effected in person, by proxy, by written consent, or in any other manner
permitted by applicable law.
11. ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES.
This Agreement contains the entire understanding of the
Stockholders, and there are no further or other agreements or understandings,
written or oral, in effect between the Stockholders relating to the subject
matter hereof. This Agreement shall be binding upon and inure solely to the
benefit of each party hereto, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other person any right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.
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<PAGE> 6
12. NOTICES.
Any notice required or permitted by this Agreement shall be in
writing and shall be delivered personally or by facsimile or sent prepaid
registered or certified mail, return receipt requested, addressed to the other
party at the address set forth on the signature page to this Agreement or at
such other address for which such party gives notice hereunder. Notices sent by
mail shall be deemed to have been given three (3) days after deposit in the
mail.
13. HEADINGS.
The captions, headings and arrangements contained herein are
for convenience only and do not intend to limit or define the terms and
provisions hereof.
14. COOPERATION.
Each party hereto shall take such further action and shall
execute and deliver such further documents as may be reasonably requested by any
other party in order to carry out the provisions and purposes of this Agreement.
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<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
INFINITY BROADCASTING CORPORATION
By:/s/ Farid Suleman
-----------------------------------
Name: Farid Suleman
Title: Executive Vice President
Address:
40 West 57th Street
New York, New York 10019
Attention: Farid Suleman
/s/ David Saperstein
-----------------------------------
David Saperstein
Address:
c/o Weinstein, Spira & Company
2200 Five Greenway Plaza
Houston, Texas 77046
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<PAGE> 8
Schedule I
Ownership of Shares
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Name of Stockholder Class and Series Number of Shares
of Capital Stock Beneficially Owned
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
David I. Saperstein Common Stock 11,573,413
- ---------------------------------------------------------------------------------------------
Series A Convertible 3,824,625
Preferred Stock
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
Infinity Broadcasting Common Stock 8,000,000
Corporation (Shares are
owned by Infinity
Network, Inc., an indirect
wholly-owned subsidiary
of Infinity Broadcasting
Corporation)
- ---------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 9
Schedule II
Liens on Shares
3,824,625 shares of Series A Convertible Preferred Stock and 1,575,375
shares of common stock are pledged under the stock loan agreements between David
Saperstein and the Company (as assignee of Metro Networks, Inc.) or David
Saperstein and certain trusts for the benefit of his children.
525,000 shares of common stock held by Goldman Sachs & Co. are pledged
to secure a loan of $5,000,000 made by Goldman Sachs & Co. to an entity
controlled by Mr. Saperstein.
