FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31,June 30, 2002 Commission File Number 0-13020
WESTWOOD ONE, INC.
-----------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-3980449
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 WEST 57TH STREET, 5th5TH FLOOR, NEW YORK, NEW YORK 10019
--------------------------------------------------------
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (212) 641-2000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- ------------- ------
As of May 1,July 31, 2002, 106,427,217106,106,010 shares of Common Stock were outstanding,
excluding treasury shares, and 703,466 shares of Class B Stock were outstanding.
WESTWOOD ONE, INC.
------------------
INDEX
-----
PART I. FINANCIAL INFORMATION: Page No.
--------
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 89
PART II. OTHER INFORMATION 1012
SIGNATURES 1215
2
WESTWOOD ONE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31,June 30 December 31,
2002 2001
ASSETS ---- ----
ASSETS------
CURRENT ASSETS:
Cash and cash equivalents $ 9,56012,051 $ 4,509
Accounts receivable, net of allowance for doubtful accounts
of $8,383$10,320 (2002) and $9,282 (2001) 115,852132,823 123,733
Other current assets 5,9405,185 10,240
------------------ ---------
Total Current Assets 131,352150,059 138,482
PROPERTY AND EQUIPMENT, NET 55,99955,804 56,778
GOODWILL 991,043 978,011
INTANGIBLE ASSETS, NET 11,44710,845 25,326
OTHER ASSETS 9,4988,964 9,375
-------- ------------------- ----------
TOTAL ASSETS $1,199,339$1,216,715 $1,207,972
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $34,556$ 31,424 $33,729
Current maturity of long-term debt 8,75010,000 7,500
Other accrued expenses and liabilities 57,50767,767 64,286
---------- ----------
Total Current Liabilities 100,813109,191 105,515
LONG-TERM DEBT 167,000182,000 152,000
DEFERRED INCOME TAXES 22,01322,941 21,123
OTHER LIABILITIES 12,95612,797 13,963
---------- ----------
TOTAL LIABILITIES 302,782326,929 292,601
---------- ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock: authorized 10,000 shares, none outstanding - -
Common stock, $.01 par value: authorized, 274,237 shares;
issued and outstanding, 107,807109,061 (2002) and 106,862 (2001) 1,0781,091 1,069
Class B stock, $.01 par value: authorized, 3,000 shares:
issued and outstanding, 704 (2002 and 2001) 7 7
Additional paid-in capital 808,281816,167 804,429
Accumulated earnings 127,309157,783 109,866
---------- ----------
936,675975,048 915,371
Less treasury stock, at cost; 1,2132,447 (2002) shares (40,118)(85,262) -
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 896,557889,786 915,371
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,199,339$1,216,715 $1,207,972
========== ==========
See accompanying notes to consolidated financial statements.
3
WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Three Months Ended
March 31,
--------
2002 2001
---- ----
GROSS REVENUES $146,667 $140,477
Less Agency Commissions 20,371 18,908
-------- --------
NET REVENUES 126,296 121,569
-------- --------
Operating Costs and Expenses Excluding
Depreciation and Amortization 92,401 90,441
Depreciation and Amortization 2,835 17,007
Corporate General and Administrative Expenses 1,737 1,811
-------- --------
96,973 109,259
-------- --------
OPERATING INCOME 29,323 12,310
Interest Expense 1,758 2,846
Other Income (35) (103)
-------- --------
INCOME BEFORE INCOME TAXES 27,600 9,567
INCOME TAXES 10,157 4,967
-------- --------
NET INCOME $17,443 $4,600
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2002 2001 2002 2001
---- ---- ---- ----
GROSS REVENUES $164,299 $155,298 $310,966 $295,775
Less Agency Commissions 23,487 21,614 43,858 40,522
-------- -------- -------- --------
NET REVENUES 140,812 133,684 267,108 255,253
-------- -------- -------- --------
Operating Costs and Expenses Excluding
Depreciation and Amortization 86,146 86,715 178,547 177,156
Depreciation and Amortization 2,866 17,109 5,701 34,116
Corporate General and Administrative Expenses 2,064 1,853 3,801 3,664
-------- -------- -------- --------
91,076 105,677 188,049 214,936
-------- -------- -------- --------
OPERATING INCOME 49,736 28,007 79,059 40,317
Interest Expense 1,677 2,089 3,435 4,935
Other Expense (Income) (41) 1,183 (76) 1,080
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 48,100 24,735 75,700 34,302
INCOME TAXES 17,626 12,603 27,783 17,570
-------- -------- -------- --------
NET INCOME $30,474 $12,132 $47,917 $16,732
======== ======== ======== ========
NET INCOME PER SHARE:
BASIC $ .29 $ .11 $ .45 $ .15
======== ======== ======== ========
DILUTED $ .28 $ .11 $ .43 $ .15
======== ======== ======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 106,751 108,377 106,690 108,121
======== ======== ======== ========
DILUTED 110,092 113,544 110,177 112,739
======== ======== ======== ========
NET INCOME PER SHARE:
BASIC $ .16 $ .04
======== ========
DILUTED $ .16 $ .04
======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 106,629 107,865
======== ========
DILUTED 110,434 111,766
======== ========
See accompanying notes to consolidated financial statementsstatements.
4
WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
ThreeSix Months Ended
March 31,June 30,
--------
2002 2001
---- ----
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $17,443 $4,600$47,917 $16,732
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 2,835 17,0075,701 34,116
Other 1,277 6582,344 2,745
--------- -------
------
21,555 22,26555,962 53,593
Changes in assets and liabilities:
(Increase) Decrease in accounts receivable 7,881 29,184(3,751) 20,577
(Increase) Decrease in other assets 3,628 2,3705,055 (14)
Increase (Decrease) in accounts payable and accrued liabilities 9,848 (8,935)32,535 2,659
--------- ------- ------
Net Cash Provided By Operating Activities 42,912 44,88489,801 76,815
--------- ------- ------
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures (1,022) (1,723)(2,660) (4,044)
Acquisition of companies and other (32) (185)(740) 103
--------- ------- ------
Net Cash Used For Investing Activities (1,054) (1,908)(3,400) (3,941)
--------- ------- ------
CASH PROVIDED BEFORE FINANCING ACTIVITIES 41,858 42,97686,401 72,874
--------- ------- ------
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock 12,491 3,23225,080 17,408
Borrowings under bank and other long-term obligations 16,25032,500 -
Debt repayments and payments of capital lease obligations - (32,895)(107) (49,761)
Repurchase of common stock and warrants (65,548) (14,664)(136,332) (44,871)
--------- ------- ------
NET CASH (USED IN) FINANCING ACTIVITIES (36,807) (44,327)(78,859) (77,224)
--------- ------- ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5,051 (1,351)7,542 (4,350)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,509 6,757
--------- ------- ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $9,560 $5,406$12,051 $2,407
========= ======= ======
See accompanying notes to consolidated financial statements.
5
WESTWOOD ONE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(In thousands, except per share data)
NOTE 1 - Basis of Presentation:
- -------------------------------------------------------------
The accompanying consolidated balance sheet as of March 31,June 30, 2002, the
consolidated statements of operations for the three and six month periods ended
June 30, 2002 and 2001 and the consolidated statements of cash flows for the three month periodssix
months ended March 31,June 30, 2002 and 2001 are unaudited, but in the opinion of
management include all adjustments necessary for a fair presentation of the
financial position and the results of operations for the periods presented.
These financial statements should be read in conjunction with the Company's
Annual Report on Form 10-K, filed with the Securities and Exchange Commission.
NOTE 2 - Accounting Change - Goodwill and Other Intangible Assets
- -----------------------------------------------------------------
In July 2001, the Financial Accounting Standard Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, "Business Combinations"
("SFAS 141") and No. 142 "Goodwill and Other Intangible Assets ("SFAS 142")
(collectively, the "Statements"). SFAS 141 supercedes APB Opinion No. 16,
"Business Combinations" and requires all business combinations to be accounted
for under the purchase methods.method. SFAS 142 primarily addresses the accounting for
goodwill and intangible assets subsequent to their initial recognition. The
provisions of SFAS 142 (1) prohibit the amortization of goodwill and
indefinite-lived intangible assets, (2) require that goodwill and indefinite -
-livedlived intangible assets be tested annually for impairment, (3) require that
reporting units be identified for the purpose of assessing potential future
impairments of goodwill, and (4) remove the forty-year limitation on the
amortization period of intangible assets that have finite lives. The Company
adopted these Statements, as required, on January 1, 2002.
In accordance with SFAS No. 142, the Company completed its transitional
impairment testing of intangible assets during the first quarter of 2002. The
outcome of such impairment testing indicated that the fair value of the
Company's intangible assets were in excess of their carrying value.
At March 31, 2002, intangibleIntangible assets subject to amortization primarily consistedconsists of network
affiliation agreements that are being amortized on an accelerated basis over
periods ranging from 4 to 20 years with a weighted-average amortization period
of approximately 8 years. At March 31,June 30, 2002, the Company's amortizable intangible
assets gross value was $29,337 with accumulated amortization of $17,890.$18,492. The
Company's estimated aggregate amortization expense for fiscal year 2002, 2003,
2004, 2005 and 2006 are $1,800, $1,450, $1,450, $1,450 and $900, respectively.
6
The following table provides a reconciliation of reported net income for
the three monthsand six month periods ended March 31,June 30, 2001 to net income that would
have been reported had SFAS No. 142 been applied as of January 1, 2001:
Three months ended
March 31, 2001
------------------
Reported net income $4,600
Add back goodwill amortization, net of tax 8,735
-------
Adjusted net income $13,335
=======
Basic and diluted earnings per share:
As reported $.04
Goodwill amortization .08
----
As adjusted $.12
====6
Three months ended Six months ended
June 30, 2001 June 30, 2001
------------------ ----------------
Reported net income $12,132 $16,732
Add back goodwill amortization, net of tax 11,736 20,471
------- -------
Adjusted net income $23,868 $37,203
======= =======
Earnings per share:
Basic -
As reported $0.11 $0.15
Goodwill amortization 0.11 0.19
----- -----
As adjusted $0.22 $0.34
===== =====
Diluted:
As reported $0.11 $0.15
Goodwill amortization 0.10 0.18
----- -----
As adjusted $0.21 $0.33
===== =====
NOTE 3 - Reclassification:
- ---------------------------------------------------
Certain prior period amounts have been reclassified to conform to the
current presentation.
NOTE 4 - Earnings Per Share:
- -------------------------------------------------------
Net income per share is computed in accordance with SFAS No. 128. Basic
earnings per share excludes all dilution and is calculated using the weighted
average number of shares outstanding in the period. Diluted earnings per share
reflects the potential dilution that would occur if all financial instruments
which may be exchanged for equity securities were exercised or converted to
Common Stock.
The Company has issued options and warrants which may have a dilutive
effect on reported earnings if they were exercised or converted to Common Stock.
The following numbers of shares related to options and warrants were added to
the basic weighted average shares outstanding to arrive at the diluted weighted
average shares outstanding for each period:
March 31,
-----------------------Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2002 2001 2002 2001
---- ---- ---- ----
Warrants 394 1,154220 1,429 286 1,363
Options 3,411 2,7473,121 3,738 3,201 3,255
NOTE 54 - Debt:
- -------------
A March 31,--------------
At June 30, 2002 the Company had outstanding borrowings of $175,750$192,000 under
its bank revolving credit facility and additional available borrowings of $121,000.$95,000. The
Company is in compliance with all its debt covenants.
7
NOTE 5 - Related Party Transactions:
- ------------------------------------
The Company is managed by Infinity Broadcasting Corporation ("Infinity"), a
wholly-owned subsidiary of Viacom Inc. ("Viacom"), pursuant to an amended
Management Agreement which expires on March 31, 2009.
The Company amended its Representation, Registration Rights, License and
Programming Agreements with Infinity on April 15, 2002 to principally extend the
expiration dates of those agreements to March 31, 2009 from March 31, 2004.
The amendment to the Management Agreement, which was approved by
shareholders on May 29, 2002 provides for the issuance of warrants to purchase
up to 4,500 shares of the Company's Common Stock at exercise prices based on a
formula tied to the Company's future stock price.
For a more detailed description of the amendments made to the Infinity
Management Agreement and Representation, Registration Rights, License and
Programming Agreements with Infinity, refer to the Company's April 29, 2002
proxy statement.
In 2002, the Company repurchased warrants representing 2,000 shares of
Company Stock for $51,070.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(In thousands, except per share amounts)
RESULTS OF OPERATIONS
Effective January 1, 2002, the Company adopted SFAS 141 and SFAS 142. The
Statements prohibit retroactive application, and accordingly several comparisons
to prior year reported amounts are not meaningful. As a result, the Company has
included pro forma disclosures to compare the current year operating results to
those that would have been reported had the Statements been applied as of
January 1, 2001.
THREE MONTHS ENDED MARCH 31,JUNE 30, 2002 COMPARED
WITH THREE MONTHS ENDED MARCH 31,JUNE 30, 2001
- -------------------------------------------------------------------------------
Westwood One derives substantially all of its revenue from the sale of
advertising time to advertisers. Net revenue increased $7,128, or 5.3%, to
$140,812 in the firstsecond quarter of 2002 was
$126,296 compared with $121,569from $133,684 in the first quarter of 2001.comparable prior
year quarter. The increase in net revenue was due principally related to the Company's exclusive radio broadcastincreased
advertising rates and better inventory management at both our network and
traffic divisions, as well as a result of the Winter Olympics from Salt Lake City.creating new programming.
Operating costs and expenses excluding depreciation and amortization
increased 2%decreased $569, or .7%, to $92,401$86,146 in the firstsecond quarter of 2002 from $90,441$86,715 in
the firstsecond quarter of 2001. The increasedecrease was principally due to broadcast rights fees and
other related costs associated with the Company's exclusive radio broadcast of
the Winter Olympics, partially offset by tight cost
controls, and reductions in affiliate compensation and personnel costs.costs,
partially offset by higher bad debt expense.
Depreciation and amortization decreased $14,172,$14,243, or 83%,83.2% to $2,835$2,866 in the
firstsecond quarter of 2002 as compared with $17,007$17,109 in the firstsecond quarter of 2001
due principally to the Company's adoption of SFAS 142, which prohibits the
Company from continuing to amortize goodwill.
Corporate general and administrative expenses decreased 4%increased $211, or 11.4%, to
$1,737$2,064 in the firstsecond quarter of 2002 from $1,811$1,853 in the first quarter of 2001.comparable 2001 quarter.
The decrease was
primarilyincrease is principally attributable to lowerhigher administrative and
compensation expense.expenses.
Operating income increased 138%$21,729, or 77.6%, to $29,323$49,736 in the firstsecond
quarter of 2002 from $12,310$28,007 in the firstsecond quarter of 2001, primarily due to
higher net revenue as well as lower depreciation and amortization expense
resulting from the Company's adoption of SFAS 142 and
higher operating cash flow (EBITDA).142. On a pro forma basis,
assuming the Company had adopted the provisions of SFAS 142 on January 1, 2001,
the Company's operating income would have increased approximately 23%25.6%.
Net interestInterest expense decreased 19.7% to $1,677 in the firstsecond quarter of 2002
to $1,723 from $2,743$2,089 in 2001. The decrease was dueis principally attributable to lower interest
rates, partially offset
by slightly higher borrowing levels.
Income tax expenserates.
Other income in the firstsecond quarter of 2002 was $10,157$41 compared with $4,967other
expense of $1,183 in the firstsecond quarter of 2001, an increase of $1,224. The 2001
expense is principally attributable to a 2001 non-cash charge to write-down the
carrying value of the Company's investments in internet companies, principally
Sportsline USA, to its estimated market value.
9
Income taxes increased $5,023, or 39.9%, to $17,626 in the second quarter
of 2002 from $12,603 in the second quarter of 2001. The Company's effective
income tax rate in the first half of 2002 is approximately 37%36.7% compared with a
52%51.2% effective tax rate in the first quarterhalf of 2001. Both the Company's reported
income tax expense and effective income tax rate were affected by the Company's
adoption of SFAS 142. On a pro forma basis, assuming the Company had adopted the
provisions of SFAS 142 on January 1, 2001, income tax expense would have
increased by approximately 30%41.4% and the Company's effective income tax rate
would have been approximately 37%35.3% in the first quarterhalf of 2001. 8
Principally, all
of the 2002 income tax expense is non-cash as a result of tax deductions related
to stock option exercises and warrant purchases.
Net income increased $18,342, or 151.2%, to $30,474 ($.29 per basic share
and $.28 per diluted share) in the firstsecond quarter of 2002 was $17,443from $12,132 ($.16 per basic and
diluted share) compared with $4,600 ($.04.11 per
basic and diluted share) in the firstsecond quarter of 2001, an increase of approximately $12,843, or 279%.2001. On a pro forma basis,
assuming the Company had adopted the provisions of SFAS 142 on January 1, 2001,
the Company's net income would have increased by approximately 31%27.7%, net income
per basic share would have increased by approximately 29.6% and net income per basic and
diluted share would have increased by approximately 32%31.7%.
Weighted average shares outstanding used to compute basic and diluted
earnings per share decreased to 106,629106,751 and 110,434,110,092, respectively, in the second
quarter of 2002 as compared with 108,377 and 113,544 in the second quarter of
2001. The decrease is principally attributable to the Company's stock repurchase
program.
SIX MONTHS ENDED JUNE 30, 2002 COMPARED
WITH SIX MONTHS ENDED JUNE 30, 2001
- ---------------------------------------
Net revenue for the first half of 2002 increased 4.6% to $267,108 from
$255,253 in the first half of 2001. The increase in net revenue was attributable
to the Company's exclusive radio broadcast of the Winter Olympics from Salt Lake
City, higher advertising rates and better inventory management at both our
network and traffic divisions, as well as a result of launching new programming.
Operating costs and expenses increased .8% to $178,547 in the first half of
2002 from $177,156 in the comparable 2001 period. The increase was principally
due to broadcast rights fees and other related cost associated with the
Company's exclusive radio broadcast of the Winter Olympics and higher bad debt
expense, partially offset by reductions in affiliate compensation and personnel
costs.
Depreciation and amortization decreased 83.3% to $5,701 in the first half
of 2002 as compared with $34,116 in the first half of 2001. The decrease is
principally attributable to the Company's adoption of SFAS 142, which prohibits
the Company from continuing to amortize goodwill.
Operating income increased $38,742, or 96.1%, to $79,059 in the first half
of 2002 from $40,317 in the comparable 2001 period primarily due to higher net
revenue as well as lower depreciation and amortization expense resulting from
the Company's adoption of SFAS 142. On a pro forma basis, assuming the Company
had adopted the provisions of SFAS 142 on January 1, 2001, the Company's
operating income increased approximately 24.5%.
10
Interest expense decreased 30.4% to $3,435 in the first half of 2002 from
$4,935 in the comparable 2001 period. The decrease results principally from
lower interest rates.
Net income increased 186.4% to $47,917 ($.45 per basic share and $.43 per
diluted share) in the first half of 2002 from $16,732 ($.15 per basic and
diluted share) in the comparable 2001 period. On a pro forma basis, assuming the
Company had adopted the provisions of SFAS 142 on January 1, 2001, the Company's
net income would have increased approximately 28.8%, net income per basic share
would have increased by approximately 30.5% and net income per diluted share
would have increased by approximately 31.8%.
Weighted average shares outstanding used to compute basic and diluted
earnings per share decreased to 106,690 and 110,177, respectively, in the first
quartersix months of 2002 as compared with 107,865108,121 and 111,766, respectively,112,739 in the first
quarter of 2001.comparable 2001
period. The decrease is principally attributable to the Company's stock
repurchase program.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At March 31,June 30, 2002, the Company's cash and cash equivalents were $9,560,$12,051, an
increase of $5,051$7,542 from the December 31, 2001 balance.2001.
For the threesix months ended March 31,June 30, 2002, versus the comparable prior year
period, net cash fromprovided by operating
activities decreased $1,972. The decrease was primarily$89,801 as compared with $76,815 for the six months ended June
30, 2001, an increase of $12,986. Included in net cash provided by operating
activities is the income tax benefit attributable to changesstock option exercises and
warrant purchases ($37,750 in working capital.2002 and $15,400 in 2001) that was charged
directly to shareholders' equity. The cash flow from operations combined with
bank borrowings was used to fund the Company's stock buy-back program.
At March 31,June 30, 2002, the Company had available borrowings of $121,000$95,000 on its
revolving credit facility. Pursuant to the terms of the facility, the amount of
available borrowings declines by $6,000 at the end of each quarter in 2002. In
addition, the Company wasis required to repay its term loan by $3,750 per quarter
in its third and fourth quarters of 2002. The Company paid its September 2002has extinguished all term loan installmentinstallments which were due
in February 2002 and its December 20022002. In 2003, the quarterly term loan installment in April 2002.repayments increase to $5,000 per
quarter.
The Company has used its available cash to either repurchase its Common
Stock and warrants and/or repay its debt. In the first quartersix months of 2002, the
Company repurchased approximately 1,2134,447 common shares of Common
Stock and 1,000 warrants at a cost of $65,548. In$136,332.
Subsequent to the month of April,quarter through July 31, 2002, the Company repurchased an
additional 322530 shares of Common Stock at a cost of approximately $12,058.
9$16,715.
11
PART II OTHER INFORMATION
-------------------------
Items 1 through 53
- -----------------
These items are not applicable.
Items 4 - Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------
(a) The Annual Meeting of Shareholders of the Company was held on May 29, 2002.
(b) The Matters voted upon and the related voting results were as follows
(holders of Common Stock and Class B Stock voted together on all matters
except for the election of Class III Directors, for which holders of Common
Stock voted alone for the election of Mr. Greenberg):
1) Election of Class III Directors:
FOR WITHHELD
--- --------
Gerald Greenberg 100,926,099 267,454
Joel Hollander 135,654,129 712,124
Steven Lerman 135,358,726 1,007,527
2) Ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Company for fiscal 2001.
FOR 134,630,804
AGAINST 1,730,038
ABSTAIN 5,411
3) Authorization of the Letter Agreement between the Company and Infinity
which extends the terms of, and makes other changes to, certain agreements
entered into between the Company and Infinity and provides for the issuance
of warrants to Infinity:
FOR 114,568,960
AGAINST 131,947
ABSTAIN 16,024,156
NON-VOTE 5,641,190
4) Approval of an amendment to the Company's certificate of incorporation:
FOR 130,595,712
AGAINST 101,792
ABSTAIN 27,559
NON-VOTE 5,641,190
12
Item 5
- ------
Not Applicable
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
(a)
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Certificate of Incorporation of Registrant. (1)
3.2 Agreement of Merger. (1)
3.3 Certificate of Amendment of Certificate of Incorporation, as filed on
October 10, 1986. (2)
3.4 Certificate of Amendment of Certificate of Incorporation, as filed on
October 9, 1986. (3)
3.5 Certificate of Amendment of Certificate of Incorporation, as filed on March
23, 1987. (3)
3.6 Certificate of Correction of Certificate of Amendment, as filed on March
31, 1987 at 10:00 a.m. (3)
3.7 Certificate of Correction of Certificate of Amendment, as filed on March
31, 1987 at 10:01 a.m. (3)
3.8 Certificate of Amendment of Certificate of Incorporation, as filed on July
23, 2002.
3.9 Bylaws of Registrant as currently in effect. (10)
*10.1Employment Agreement, dated April 29, 1998, between Registrant and Norman
J. Pattiz.J.Pattiz. (12)
10.2 Form of Indemnification Agreement between Registrant and
its Directors and Executive Officers. (4)
10.3 Amended and Restated Credit Agreement, dated September 30, 1996, between
Registrant and The Chase Manhattan Bank and Co-Agents. (10)
10.4 Second Amended and Restated Credit Agreement dated November 17, 2000,
between Registrant and The Chase Manhattan Bank and Co-Agents. (16)
10.5 Purchase Agreement, dated as of August 24, 1987, between Registrant and
National Broadcasting Company, Inc. (5)
10.6 Agreement and Plan of Merger among Registrant, Copter Acquisition Corp. and
Metro Networks, Inc. dated as of June 1, 1999 (13)
*10.7Amendment No. 1 to the Agreement and Plan Merger, dated as of August 20,
1999, by and among Registrant, Copter Acquisition Corp. and Metro Networks,
Inc. (14)
10.8 Management Agreement, dated as of March 30, 1999, and amended on April 15,
2002 between Registrant and Infinity Broadcasting Corporation. (13) (17)
10.9 Representation Agreement, dated as of March 31, 1997, between Registrant
and CBS, Inc. (11)
10.10Westwood(17)
10.10 Westwood One Amended 1999 Stock Incentive Plan. (13)
10.11Westwood10.11 Westwood One, Inc. 1989 Stock Incentive Plan. (6)
10.12Amendments to the Westwood One, Inc. Amended 1989 Stock Incentive Plan.
(7)(9)
10.13Leases, dated August 9, 1999, between Lefrak SBN LP and Westwood One, Inc.
and between Infinity and Westwood One, Inc. relating to New York, New York
offices. (15)
10.14Lease, dated December 18, 1991, between Valencia Paragon Associates, Ltd.,
and Unistar Communications Group, Inc. relating to Valencia, California
offices. (8)
13
(b) Reports on Form 8-K
-------------------
There were no reports on Form 8-K filed for the three months ended March 31,June 30,
2002
**********************
* Indicates a management contract or compensatory plan.plan
(1) Filed as an exhibit to Registrant's registration statement on Form S-1
(File Number 2-98695) and incorporated herein by reference.reference
(2) Filed as an exhibit to Registrant's registration statement on Form S-1
(Registration Number 33-9006) and incorporated herein by reference.
10
(3) Filed as an exhibit to Registrant's Form 8 dated March 1, 1988 and
incorporated herein by reference.
(4) Filed as part of Registrant's September 25, 1986 proxy statement and
incorporated herein by reference.
(5) Filed an exhibit to Registrant's current report on Form 8-K dated September
4, 1987 and incorporated herein by reference.
(6) Filed as part of Registrant's March 27, 1992 proxy statement and
incorporated herein by reference.
(7) Filed as an exhibit to Registrant's July 20, 1994 proxy statement and
incorporated herein by reference.
(8) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by reference.
(9) Filed as an exhibit to Registrant's May 17, 1996 proxy statement and
incorporated herein by reference.
(10) Filed as an exhibit to Registrant's Quarterly report on Form 10-Q for the
quarter ended September 30, 1996 and incorporated herein by reference.
(11) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by reference.
(12) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 and incorporated herein by reference.
(13) Filed as an exhibit to Registrant's August 24, 1999 proxy statement and
incorporated herein by reference.
(14) Filed as an exhibit to Registrant's current report on Form 8-K dated
October 1, 1999 and incorporated herein by reference.
(15) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 and incorporated herein by reference.
(16) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000 and incorporated herein by reference.
11(17) Filed as an exhibit to Registrant's April 29, 2002 proxy statement and
incorporated herein by reference.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
WESTWOOD ONE, INC.
By: /S/ ROBERT FREEDLINE
------------------
ROBERT FREEDLINE/S/ Joel Hollander
----------------------------------
Joel Hollander
Chief Executive Officer
By:/S/Jacques Tortoroli
----------------------------------
Jacques Tortoroli
Chief Financial Officer
Dated: May 8,August 7, 2002
1215