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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
WESTWOOD ONE, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
961815 10 7
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(CUSIP Number)
Neil A. Torpey, Esq.
Paul, Hastings, Janofsky & Walker LLP
399 Park Avenue
New York, New York 10022
(212) 318-6000
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 26, 2000
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(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
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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
N/A
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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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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 12,920,516
OWNED
BY EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
12,920,516
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,920,516
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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)
10.1%
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14 TYPE OF REPORTING PERSON
IN
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This Amendment No. 4 to the Schedule 13D ("Amendment No. 4") 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. 4 supplements, amends and restates information
contained in the Schedule 13D originally filed by the Reporting Person on
October 5, 1999 (the "Schedule 13D"), as amended by Amendment No. 2 to the
Schedule 13D ("Amendment No.2") and as further amended by Amendment No. 3 to
Schedule 13D ("Amendment No. 3"). All amounts set forth in this Amendment No. 4
give effect to the Issuer's two for one common stock split which became
effective March 23, 2000. Capitalized terms used in this Amendment No. 4 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
disposition of 1,956,000 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 7,649,250 shares of Issuer Preferred Stock in exchange for 5,099,500
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 7,649,250 shares of Issuer Common Stock. See Items 3 and 5.
On October 19, 1999, the Reporting Person sold 3,120,000 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 $18.75 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 1,066,660 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 $18.75 per
Repurchase Share. The Stock Repurchase was consummated on October 26, 1999.
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On December 27, 1999, the Reporting Person transferred 7,649,250
shares of Issuer Common Stock to the Issuer in connection with the Reporting
Person's obligations under the Metro Loan Agreement, as assigned, assumed and
amended by the Assignment Agreement.
Also on December 27, 1999, the Reporting Person transferred
3,150,750 shares of Issuer Common Stock to the Trusts pursuant to the terms of
the Trust Loan Agreements.
On December 28, 1999, the Reporting Person acquired beneficial
ownership of 7,649,250 shares of Issuer Common Stock, upon the conversion of the
Reporting Person's Issuer Preferred Stock into an equivalent number of shares of
Issuer Preferred Stock.
On January 24, 2000, the Reporting Person disposed of 1,956,000
shares of Issuer Common Stock in an open market transaction.
On April 26, 2000, the Reporting Person disposed of 632,900 shares
of Issuer Common Stock in an open market transaction.
(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 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 and restated in its entirety as follows:
(a) The Reporting Person beneficially owns an aggregate of
12,920,516 shares of Issuer Common Stock, constituting 10.1% 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 2,204,175 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.
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(b) Except as specified in the Voting Agreement, the Reporting
Person has sole voting and dispositive power as to 12,920,516 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) Not applicable.
(e) Not applicable.
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.
(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:
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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. (incorporated
by reference to Exhibit 99.VI to Amendment No.
1 to Westwood's Schedule 13D filed on November
9, 1999).
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