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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
[x] Filed by the Registrant
[_] Filed by a Party other than the Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14-a6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WESTWOOD ONE, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined.):
4) Proposed maximum aggregate value of transaction: $
5) Total fee paid: $
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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NY2:\870375\08\$NL308!.DOC\80764.0001
<PAGE>
WESTWOOD ONE, INC.
9540 WASHINGTON BOULEVARD
CULVER CITY, CALIFORNIA 90232
-------------------------
NOTICE OF SOLICITATION OF CONSENTS
-------------------------
February 15, 2000
To Our Shareholders:
The Board of Directors of Westwood One, Inc. is seeking the
approval of the holders of Westwood's Common Stock and Class B Stock
(collectively, the "Shareholders") for a proposed amendment to Westwood's
Amended Certificate of Incorporation (the "Certificate") to increase the
authorized number of shares of Westwood's Common Stock from 117 million to 300
million.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
CONSENT TO THE AMENDMENT TO INCREASE WESTWOOD'S AUTHORIZED SHARES OF COMMON
STOCK.
The Consent Statement contains a more extensive discussion
of the proposed amendment and the reasons for the amendment and, therefore, you
should read the Consent Statement carefully. Because this solicitation of
written consents is in lieu of a meeting of shareholders, there will be no
meeting of shareholders held in connection with this consent solicitation.
We have established the close of business on February 8,
2000 as the record date for determining shareholders entitled to submit
consents.
The principal executive office of Westwood is 9540
Washington Boulevard, Culver City, California 90232. The telephone number is
(310) 204-5000.
Sincerely,
/s/ Farid Suleman
Farid Suleman
Secretary
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF
SHARES YOU OWN. YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
CONSENT CARD PROMPTLY IN THE ENCLOSED ENVELOPE, BUT IN NO EVENT LATER THAN 10:00
A.M., NEW YORK CITY TIME, ON MARCH 8, 2000. ANY CONSENT GIVEN MAY BE REVOKED BY
YOU IN WRITING AT ANY TIME PRIOR TO SUCH TIME.
<PAGE>
WESTWOOD ONE, INC.
9540 WASHINGTON BOULEVARD
CULVER CITY, CALIFORNIA 90232
--------------------
CONSENT STATEMENT
--------------------
February 15, 2000
GENERAL INFORMATION
This Consent Statement is being furnished to the
Shareholders in connection with the solicitation of consents by Westwood's Board
of Directors. The Board of Directors has unanimously adopted resolutions
proposing, declaring advisable and recommending that the Shareholders authorize
an amendment to the Certificate to increase the total number of authorized
shares of Common Stock. Under applicable provisions of Delaware law and the
Certificate, any action that may be taken at an annual or special meeting of
shareholders may also be taken without a meeting if valid, unrevoked consents in
writing to such action are signed by, in the case of the matters described in
this Consent Statement, (i) the holders of at least a majority of the
outstanding shares of Common Stock, voting separately as a class, and (ii) the
holders of shares of Common Stock and Class B Stock representing at least a
majority of the votes entitled to be cast by the holders of Common Stock and
Class B Stock, voting together without regard to class (the "Requisite
Consents"). Only shareholders of record at the close of business on February 8,
2000 will be entitled to consent to the proposed amendment.
BROKER NON-VOTES, ABSTAINING OR NOT RETURNING A SIGNED
CONSENT CARD WILL HAVE THE SAME EFFECT AS WITHHOLDING CONSENT.
The approximate date upon which this Consent Statement and
the form of consent card are being mailed to the Shareholders is February 15,
2000.
EXPENSES OF SOLICITATION
Westwood will bear the entire cost of preparing,
assembling, printing and mailing consent materials furnished to the
Shareholders. Copies of consent materials will be furnished to brokerage houses,
fiduciaries and custodians to be forwarded to beneficial owners of the Common
Stock and the Class B Stock. Directors, officers and other employees of Westwood
may solicit consents from some Shareholders personally, by telephone or
telegram, if consents are not received promptly.
1
<PAGE>
VOTE REQUIRED
The proposed amendment requires approval by (i) the holders
of at least a majority of the outstanding shares of Common Stock, voting
separately as a class, and (ii) the holders of shares of Common Stock and Class
B Stock representing at least a majority of the votes entitled to be cast by the
holders of Common Stock and Class B Stock, voting together without regard to
class. As of the record date, 55,794,887 shares of Common Stock (excluding
treasury shares) and 351,733 shares of Class B Stock, respectively, were issued
and outstanding. Each share of Common Stock entitles the record holder thereof
to cast one vote and each share of Class B Stock entitles the record holder
thereof to cast 50 votes. Accordingly, the consents will be effective only if
validly executed and delivered consents are received from (i) shareholders
holding at least 27,897,444 shares of Common Stock and (ii) holders of Common
Stock and Class B Stock representing at least 36,690,769 votes in the aggregate.
Shareholders can vote by mailing their completed and signed consent card to
Westwood's transfer agent - BankBoston, N.A., c/o EquiServe at P.O. Box 9379,
Boston, MA 02205-9954.
Infinity Broadcasting Corporation (which owns indirectly
through a subsidiary 8,000,000 shares of Common Stock, representing
approximately 14.3% of the outstanding Common Stock and approximately 10.9% of
the total voting power of the outstanding capital stock), David Saperstein (a
director of Westwood who owns approximately 6,776,708 shares of Common Stock,
representing approximately 12.1% of the outstanding Common Stock and
approximately 9.2% of the total voting power of Westwood's outstanding capital
stock) and Norman J. Pattiz (the Chairman of the Board of Directors of Westwood,
who owns approximately 237,840 shares of Common Stock, representing
approximately 0.4 % of the outstanding Common Stock and approximately 0.4% of
the total voting power of Westwood's outstanding capital stock and 351,690
shares of Class B Stock, representing approximately 24.0% of the total voting
power of Westwood's outstanding capital stock) all have advised Westwood that
they intend to vote all of the shares owned by them in favor of the approval of
the proposed amendment.
REVOCATION OF SIGNED CONSENTS
Any consent signed and returned by a Shareholder may be
revoked at any time provided that a written, dated revocation is executed and
delivered to Westwood's transfer agent at the address set forth above, prior to
10:00 A.M., New York City time, on March 8, 2000. A revocation may be in any
written form validly signed by the record holder as long as it clearly states
that the consent previously given is no longer effective.
THE CONSENT PROCEDURE
Section 228 of the General Corporation Law of the State of
Delaware states that, unless otherwise provided in the certificate of
incorporation, any action that may be taken at any annual or special meeting of
shareholders, may be taken without a meeting, without prior notice and without a
vote, if consents in writing, setting forth the action so taken, shall be signed
by the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted, and those
consents are delivered to the corporation by delivery to its registered office
in Delaware, its principal place of business, or to an officer or agent of the
corporation having custody of the books in which proceedings of meetings of
shareholders are recorded. Westwood's Certificate permits the use of such
consents; provided that the action requiring shareholder approval is approved by
a majority of Westwood's Continuing Directors (as defined in the Certificate).
Westwood's Board of Directors, including the Continuing Directors, has
unanimously approved the proposed amendment.
Shareholders can vote by mailing their completed and signed
consent card to Westwood's transfer agent - BankBoston, N.A., c/o EquiServe at
P.O. Box 9379, Boston, MA 02205-9954. If the Requisite Consents are received,
Westwood will promptly amend its Certificate in conformity therewith and file a
Certificate of Amendment to Amended Certificate of Incorporation with the
Delaware Secretary of State. If the proposed amendment is adopted by less than
unanimous consent of the Shareholders, Westwood will promptly notify the
Shareholders who have not consented to the action taken, as required by Delaware
law.
2
<PAGE>
PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has unanimously approved and
recommends that the Shareholders approve and adopt a proposal to amend the
Certificate to increase the number of authorized shares of Common Stock of
Westwood from 117 million shares to 300 million shares (the number of authorized
shares of both Class B Stock and Preferred Stock will remain unchanged). The
proposed amendment will amend Section 1 of Article Fourth of the Certificate to
read as follows:
"Classes and Number of Shares. The total number of shares of
all classes of stock which the Corporation shall have
authority to issue is Three Hundred Thirteen Million
(313,000,000), consisting of Three Hundred Million
(300,000,000) shares of Common Stock, par value $0.01 per
share (the "Common Stock"), Three Million (3,000,000) shares
of Class B Stock, par value $0.01 per share (the "Class B
Stock"), and Ten Million (10,000,000) shares of Preferred
Stock, par value $0.01 per share (the "Preferred Stock")."
At a special meeting of the Board of Directors held on
January 27, 2000, the Board of Directors approved a two-for-one stock split of
Westwood's Common Stock and Class B Stock, conditioned upon shareholder approval
of an amendment to the Certificate that would increase the authorized number of
shares of Common Stock to an amount sufficient to satisfy the stock requirements
after the split (the current authorized number of shares of Class B Stock is
already sufficient for these purposes). The Board of Directors recommends the
increase in authorized shares of Common Stock to enable Westwood to effectuate
the stock split. In addition, the proposed amendment would enable Westwood to
have additional shares of Common Stock available for issuance in connection with
future acquisitions, public or private offerings, employee benefit plans,
additional stock splits and other general corporate purposes. Except for the
stock split, Westwood has no current intention to effect any such issuance.
3
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of February 8, 2000, the
number and percentage of outstanding shares of Common Stock and Class B Stock
held by (1) each person or group known to Westwood to beneficially own more than
5% of the outstanding shares of Common Stock or Class B Stock of Westwood, (2)
each of Westwood's directors, (3) each person who served as Westwood's Chief
Executive Officer in 1999 and each other executive officer whose annual cash
compensation for 1999 exceeded $100,000 and (4) all directors and executive
officers of Westwood as a group. At February 8, 2000, there were 55,794,887
shares of Common Stock outstanding, excluding treasury shares, and 351,733
shares of Class B Stock outstanding. Unless otherwise indicated, the business
address of each person listed is c/o Westwood One, Inc., 9450 Washington
Boulevard, Culver City, California 90232.
Beneficial ownership has been determined in accordance with
Rule 13d-3 under the Exchange Act. Under this Rule, certain shares may be deemed
to be beneficially owned by more than one person (such as where persons share
voting power or investment power). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the shares
(for example, upon exercise of an option) within 60 days of the date as of which
the information is provided; in computing the percentage of ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason of
these acquisition rights. As a result, the percentage of outstanding shares of
any person as shown in the following table does not necessarily reflect the
person's actual voting power at any particular date.
<TABLE>
<CAPTION>
Name and Address of Shares of Common Stock Shares of Class B Stock
Beneficial Owner Beneficially Owned(1) Beneficially Owned (1)
- - - - - - - - ---------------- -------------------------- --------------------------
Number Percent Number Percent
------ ------- ------ -------
<S> <C> <C>
Infinity Broadcasting Corp. (2)................ 10,000,000 17.3% -- --
40 West 57th Street (3)
New York, NY 10019
Putnam Investments, Inc.(2).................... 4,951,349 (4) 8.9% -- --
One Post Office Square
Boston, MA 02109
Capital Research and Management 7.0% -- --
Company (2).................................... 3,918,300 (5)
333 South Hope Street
Los Angeles, CA 90071
David L. Dennis................................ 39,605 (6) * -- --
Gerald Greenberg............................... 4,000 (7) * -- --
Joel Hollander................................. 52,100 (7) * -- --
Dennis Holt.................................... 105,000 (8) * -- --
Mel Karmazin................................... 850,149 (9) 1.5% -- --
Paul G. Krasnow................................ 78,000 (10) * -- --
Steven A. Lerman............................... 24,000 (7) * -- --
Norman J. Pattiz (11).......................... 409,840 (12) * 351,690 99.9%
David Saperstein............................... 7,076,707 12.6% -- --
(13)(14)
Joseph B. Smith................................ 10,000 (7) * -- --
Farid Suleman.................................. 410,000 (7) * -- --
4
<PAGE>
Name and Address of Shares of Common Stock Shares of Class B Stock
Beneficial Owner Beneficially Owned(1) Beneficially Owned (1)
- - - - - - - - ---------------- -------------------------- --------------------------
Number Percent Number Percent
------ ------- ------ -------
Executive Officers and Directors 9,059,401 15.8% 351,690 99.9%
as a group..................................... (15)
(11 persons)
</TABLE>
- - - - - - - - ----------
* Less than one percent.
(1) The persons named in the table have sole voting and investment power
with respect to all shares of Common Stock and Class B Stock, unless
otherwise indicated.
(2) Tabular information and footnotes 3 through 6 are based upon
information contained in the most recent Schedule 13G filings and other
information made available to Westwood.
(3) Includes 1,000,000 shares that may currently be acquired upon exercise
of warrants at an exercise price of $20 per share and 1,000,000 shares
that may currently be acquired upon exercise of warrants at an exercise
price of $25 per share.
(4) Putnam Investments, Inc., as an investment advisor, has no sole voting
or dispositive power, but has shared dispositive power for 4,539,949
shares and shared voting power for 106,050 of such shares.
(5) Capital Research and Management Company, as an investment advisor, has
sole dispositive power for 1,975,000 shares. SmallCap World Fund, Inc.,
an investment advisor which is advised by Capital Research, has sole
voting power for 1,943,100 shares.
(6) Includes stock options for 26,000 shares granted under the Company's
Amended 1989 Stock Incentive Plan.
(7) Represents stock options granted under the Company's Amended 1989 Stock
Incentive Plan.
(8) Includes stock options for 45,000 shares granted by Metro Networks,
Inc.
(9) Includes stock options for 648,000 shares granted under the Company's
Amended 1989 Stock Incentive Plan.
(10) Includes stock options for 8,000 shares granted under the Company's
Amended 1989 Stock Incentive Plan.
(11) As of January 31, 2000, Mr. Pattiz owned Common Stock and Class B Stock
representing approximately 24.3% of the total voting power of the
Company.
(12) Includes stock options for 172,000 shares granted under the Company's
Amended 1989 Stock Incentive Plan.
(13) Includes stock options for 2,999,999 shares granted under the stock
option plans of Metro Networks, Inc.
(14) The number of shares reported as owned by Mr. Saperstein does not
include an aggregate of 1,575,375 shares held by certain trusts, the
beneficiaries of which are Mr. Saperstein's children. Mr. Saperstein
disclaims beneficial ownership of such shares.
(15) Includes stock options for 1,696,999 shares granted under the Company's
Stock Incentive Plans
5
<PAGE>
SHAREHOLDER PROPOSALS FOR 2000
As disclosed by Westwood in its Proxy Statement filed with
the Securities and Exchange Commission on August 20, 1999, under the rules of
the Securities and Exchange Commission, any shareholder proposal intended for
inclusion in the proxy material for the Annual Meeting of Shareholders to be
held in 2000 should have been received by December 31, 1999 to be eligible for
inclusion in such proxy material.
YOUR CONSENT IS EXTREMELY IMPORTANT. PLEASE MARK, SIGN AND
DATE THE ENCLOSED CONSENT CARD AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY,
BUT NO LATER THAN 10:00 A.M., NEW YORK CITY TIME, ON MARCH 8, 2000.
By Order of the Board of Directors,
/s/ Farid Suleman
Farid Suleman
Secretary
Culver City, California
February 15, 2000
6
