UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Westwood One, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
961815107
Sumner M. Redstone
National Amusements, Inc.
846 University Avenue
Norwood, Massachusetts 02062
Telephone: (781) 461-1600
with a copy to:
Louis J. Briskman, Esq.
CBS Corporation
51 West 52nd Street
New York, New York 10019
Telephone: (212) 975-4321
Authorized to Receive Notices and Communications)
February 16, 2010
(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 that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D | ||
CUSIP No. 961815107 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CBS RADIO NETWORK INC. I.R.S. Identification No. 52-1859471 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||||
8 | SHARED VOTING POWER 80,000 | |||||
9 | SOLE DISPOSITIVE POWER | |||||
10 | SHARED DISPOSITIVE POWER 80,000 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO | |||||
Page 1 of 32
SCHEDULE 13D | ||
CUSIP No. 961815107 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CBS RADIO MEDIA CORPORATION I.R.S. Identification No. 13-2766282 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||||
8 | SHARED VOTING POWER 80,000 | |||||
9 | SOLE DISPOSITIVE POWER | |||||
10 | SHARED DISPOSITIVE POWER 80,000 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO | |||||
Page 2 of 32
SCHEDULE 13D | ||
CUSIP No. 961815107 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CBS RADIO INC. I.R.S. Identification No. 13-4142467 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||||
8 | SHARED VOTING POWER 80,000 | |||||
9 | SOLE DISPOSITIVE POWER | |||||
10 | SHARED DISPOSITIVE POWER 80,000 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO | |||||
Page 3 of 32
SCHEDULE 13D | ||
CUSIP No. 961815107 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CBS BROADCASTING INC. I.R.S. Identification No. 13-0590730 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||||
8 | SHARED VOTING POWER 80,000 | |||||
9 | SOLE DISPOSITIVE POWER | |||||
10 | SHARED DISPOSITIVE POWER 80,000 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO | |||||
Page 4 of 32 |
SCHEDULE 13D | ||
CUSIP No. 961815107 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTINGHOUSE CBS HOLDING COMPANY, INC. I.R.S. Identification No. 25-1776511 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||||
8 | SHARED VOTING POWER 80,000 | |||||
9 | SOLE DISPOSITIVE POWER | |||||
10 | SHARED DISPOSITIVE POWER 80,000 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO | |||||
Page 5 of 32
SCHEDULE 13D | ||
CUSIP No. 961815107 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CBS CORPORATION I.R.S. Identification No. 04-2949533 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [ ] | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||||
8 | SHARED VOTING POWER 80,000 | |||||
9 | SOLE DISPOSITIVE POWER | |||||
10 | SHARED DISPOSITIVE POWER 80,000 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO | |||||
Page 6 of 32
SCHEDULE 13D | ||
CUSIP No. 961815107 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NAIRI, INC. I.R.S. Identification No. 04-3446887 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS [ ] 2(d) or 2(e) | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||||
8 | SHARED VOTING POWER 80,000 | |||||
9 | SOLE DISPOSITIVE POWER | |||||
10 | SHARED DISPOSITIVE POWER 80,000 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO | |||||
Page 7 of 32
SCHEDULE 13D | ||
CUSIP No. 961815107 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NATIONAL AMUSEMENTS, INC. I.R.S. Identification No. 04-2261332 | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (See Instructions) OO | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] or 2(e) | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Maryland | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
8 | SHARED VOTING POWER 80,000 | ||||
9 | SOLE DISPOSITIVE POWER | ||||
10 | SHARED DISPOSITIVE POWER 80,000 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See [ ] Instructions) | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO | ||||
Page 8 of 32
SCHEDULE 13D | ||
CUSIP No. 961815107 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SUMNER M. REDSTONE | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (See Instructions) OO | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] or 2(e) | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
8 | SHARED VOTING POWER 80,000 | ||||
9 | SOLE DISPOSITIVE POWER | ||||
10 | SHARED DISPOSITIVE POWER 80,000 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See [ ] Instructions) | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||||
14 | TYPE OF REPORTING PERSON (See Instructions) IN | ||||
Page 9 of 32 |
Item 1. Security and Issuer
This Amendment No. 9 (this “Amendment”) amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2000, as amended (the “Schedule 13D”), with respect to the Common Stock, par value $.01 per share (the “Common Shares”), of Westwood One, Inc., a Delaware corporation (“Westwood” or the “Issuer”) with its principal executive office located at 40 West 57th Street, New York, New York 10019. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 2. Identity and Background
Item 2 is amended and restated in its entirety as follows:
“This Statement is filed by CBS Radio Network Inc. (“CRNI”), CBS Radio Media Corporation (“CRMC”), CBS Radio Inc. (“CBS Radio”), CBS Broadcasting Inc. (“CBSBI”), Westinghouse CBS Holding Company, Inc. (W/CBS HCI”), CBS Corporation (“CBS”), NAIRI, Inc. (“NAIRI”), National Amusements, Inc. (“NAI”) and Mr. Sumner M. Redstone (“Mr. Redstone”) (collectively, the “Reporting Persons”).
CRNI, a Delaware corporation, has its principal executive office at 40 West 57th Street, New York, New York 10019. CRNI’s principal business is radio broadcasting. 100% of the issued and outstanding stock of CRNI is owned by CRMC.
CRMC, a Delaware corporation, has its principal executive office at 40 West 57th Street, New York, New York 10019. CRMC’s principal business is radio broadcasting. 100% of the issued and outstanding stock of CRMC is owned by CBS Radio.
CBS Radio, a Delaware corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019. CBS Radio’s principal business is radio broadcasting. 100% of the outstanding stock of CBS Radio is owned by CBSBI.
CBSBI, a New York corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019. CBSBI’s principal businesses are the CBS television network and television broadcasting. 100% of the issued and outstanding stock of CBSBI is owned by W/CBS HCI.
W/CBS HCI, a Delaware corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019. W/CBS HCI’s principal business is television broadcasting. 100% of the issued and outstanding stock of W/CBS HCI is owned by CBS.
CBS, a Delaware corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019, and is a worldwide entertainment company. At December 31, 2009, NAIRI owned approximately 79% of CBS’s Class A Common Stock, par value $.001 per share, and approximately 6% of CBS’s Class A Common Stock and Class B Common Stock, par value $.001 per share, on a combined basis.
NAIRI, a Delaware corporation, has its principal office at 846 University Avenue, Norwood, Massachusetts 02062 and is a company owning and operating movie theaters in the United States whose main assets include its shares of CBS Class A Common Stock and Class B Common Stock. 100% of the issued and outstanding stock of NAIRI is owned by NAI.
NAI, a Maryland corporation, has its principal office at 846 University Avenue, Norwood, Massachusetts 02062. NAI’s principal businesses are owning and operating movie theaters in the United States, United Kingdom and South America and holding the common stock of NAIRI. Mr. Redstone is the controlling shareholder of NAI.
Page 10 of 32
Sumner M. Redstone is an individual whose business address is c/o National Amusements, Inc., 846 University Avenue, Norwood, Massachusetts 02062. Mr. Redstone’s principal occupation is Executive Chairman of the Board of CBS, Chairman of the Board and Chief Executive Officer of NAI and Chairman and President of NAIRI.
The executive officers and directors of CRNI, CRMC, CBS Radio, CBSBI, W/CBS HCI, CBS, NAIRI and NAI, as of February 16, 2010, are set forth on Schedules I through VIII attached hereto, containing the following information with respect to each such person:
(a) | Name; |
(b) | Residence or business address; and |
(c) | Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. |
During the last five years, none of the Reporting Persons or any person named in any of Schedules I through VIII attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or 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 or finding any violation with respect to such laws.
Each person identified on Schedules I through VIII attached hereto is a citizen of the United States.”
Item 4. Purpose of Transaction
Item 4 is amended by the addition of the following:
“According to Westwood’s Quarterly Report on Form 10-Q for the period ending September 30, 2009 (the “Q3 2009 Form 10-Q”), on April 23, 2009, Westwood completed a refinancing of substantially all of its outstanding long-term indebtedness and a recapitalization of its equity. In addition, at a special meeting of Westwood’s stockholders on August 3, 2009, Westwood’s stockholders approved amending Westwood’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Shares from 300,000,000 to 5,000,000,000 and amending Westwood’s Certificate of Incorporation to effect a 200 for 1 reverse stock split of outstanding Common Shares (collectively, the “Charter Amendments”). This resulted in the automatic conversion of all shares of preferred stock into Common Shares and the cancellation of outstanding warrants to purchase Common Shares. The Charter Amendments were made in connection with Westwood’s refinancing of its debt.
The foregoing description of Westwood’s refinancing, recapitalization and the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the Q3 2009 Form 10-Q.
As a result of Westwood’s refinancing, recapitalization and the Charter Amendments and through no action by any of the Reporting Persons, the Reporting Persons’ interest in Westwood was diluted to less than 1%.
The Reporting Persons have no current plan or proposal that relates to, or would result in, any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D; however, the Reporting Persons may, at any time and from time to time, purchase additional Common Shares of the Issuer and may dispose of any and all Common Shares of the Issuer held by them, subject to any limitations set forth in any applicable agreements.”
Page 11 of 32
Item 5. | Interest in Securities of the Issuer |
Item 5 is amended as follows:
"(a) and (b).
CRNI is the direct owner, with shared dispositive and voting power, of 80,000 Common Shares, or less than 1% of the Issuer's issued and outstanding Common Shares (based on 20,312,000 Common Shares reported by the Issuer to be issued and outstanding as of November 6, 2009, as reported by the Q3 2009 Form 10-Q).
CRMC, CBS Radio, CBSBI, W/CBS HCI, CBS, NAIRI and NAI are each a beneficial owner, with shared dispositive and voting power, of 80,000 Common Shares, or less than 1% of the Issuer's issued and outstanding Common Shares (based on 20,312,000 Common Shares reported by the Issuer to be issued and outstanding as of November 6, 2009, as reported by the Q3 2009 Form 10-Q).
As a result of his stock ownership in NAI, Mr. Sumner M. Redstone is deemed the beneficial owner, with shared dispositive and voting power, of 80,000 Common Shares, or less than 1% of the Issuer's issued and outstanding Common Shares (based on 20,312,000 Common Shares reported by the Issuer to be issued and outstanding as of November 6, 2009, as reported by the Q3 2009 Form 10-Q).
(e). On August 3, 2009, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Shares.”
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 is amended as follows:
“The information set forth under Item 4 of this Amendment is incorporated by reference into Item 6. Except as described in Item 4 of the Schedule 13D, none of the Reporting Persons has entered into or amended any existing agreement with respect to the Common Shares or other securities of the Issuer since the prior statements on and amendments to Schedule 13D filed by certain of the Reporting Persons and any of their predecessors.”
Item 7. Material to Be Filed as Exhibits
1. | Joint Filing Agreement, dated March 7, 2008, among CBS Radio Network Inc., CBS Radio Media Corporation, CBS Radio Inc., CBS Broadcasting Inc., Westinghouse CBS Holding Company, Inc., CBS Corporation, NAIRI, Inc., National Amusements, Inc. and Sumner M. Redstone. |
Page 12 of 32
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. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.
Dated: February 16, 2010
CBS RADIO NETWORK INC. | ||||
By: | /s/LOUIS J. BRISKMAN | |||
Name: | Louis J. Briskman | |||
Title: | Executive Vice President | |||
CBS RADIO MEDIA CORPORATION | ||||
By: | /s/LOUIS J. BRISKMAN | |||
Name: | Louis J. Briskman | |||
Title: | Executive Vice President | |||
CBS RADIO INC. | ||||
By: | /s/LOUIS J. BRISKMAN | |||
Name: | Louis J. Briskman | |||
Title: | Executive Vice President | |||
CBS BROADCASTING INC. | ||||
By: | /s/ANGELINE C. STRAKA | |||
Name: | Angeline C. Straka | |||
Title: | Senior Vice President and Secretary | |||
WESTINGHOUSE CBS HOLDING COMPANY, INC. | ||||
By: | /s/ANGELINE C. STRAKA | |||
Name: | Angeline C. Straka | |||
Title: | Senior Vice President and Secretary | |||
CBS CORPORATION | ||||
By: | /s/ANGELINE C. STRAKA | |||
Name: | Angeline C. Straka | |||
Title: | Senior Vice President, Deputy General Counsel and Secretary | |||
NAIRI, INC. | ||||
By: | /s/SUMNER M. REDSTONE | |||
Name: | Sumner M. Redstone | |||
Title: | Chairman and President | |||
NATIONAL AMUSEMENTS, INC. | ||||
By: | /s/SUMNER M. REDSTONE | |||
Name | Sumner M. Redstone | |||
Title: | Chairman and Chief Executive Officer | |||
By: | /s/SUMNER M. REDSTONE | |||
Name | Sumner M. Redstone | |||
Title: | Individually |
Page 13 of 32
SCHEDULE I
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Radio Network Inc.
DIRECTORS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Louis J. Briskman | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Joseph R. Ianniello | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Financial Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Dan Mason President and Chief Executive Officer | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | President and Chief Executive Officer CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Anthony G. Ambrosio Executive Vice President, Human Resources and Administration | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President, Human Resources and Administration CBS Corporation 51 West 52nd Street New York, NY 10019 |
Louis J. Briskman Executive Vice President | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Page 14 of 32
SCHEDULE I
(Continued)
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Radio Network Inc.
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Jo Ann Haller Senior Vice President and General Counsel | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | Senior Vice President and General Counsel CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Scott Herman Executive Vice President | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | Executive Vice President CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Joseph R. Ianniello Senior Vice President, Chief Development Officer and Treasurer | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Financial Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
Martin D. Franks Executive Vice President, Planning, Policy and Government Affairs | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President, Planning, Policy and Government Affairs CBS Corporation 51 West 52nd Street New York, NY 10019 |
Anton W. Guitano Executive Vice President of Finance and Operations and Chief Financial Officer | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | Executive Vice President of Finance and Operations and Chief Financial Officer CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Angeline C. Straka Senior Vice President and Secretary | CBS Corporation 51 West 52nd Street New York, NY 10019 | Senior Vice President, Deputy General Counsel and Secretary CBS Corporation 51 West 52nd Street New York, NY 10019 |
Richard M. Jones Senior Vice President and General Tax Counsel | CBS Corporation 51 West 52nd Street New York, NY 10019 | Senior Vice President and General Tax Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Michael Weiss Executive Vice President | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | Executive Vice President CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Page 15 of 32
SCHEDULE II
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Radio Media Corporation
DIRECTORS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Louis J. Briskman | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Joseph R. Ianniello | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Financial Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Dan Mason President and Chief Executive Officer | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | President and Chief Executive Officer CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Anthony G. Ambrosio Executive Vice President, Human Resources and Administration | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President, Human Resources and Administration CBS Corporation 51 West 52nd Street New York, NY 10019 |
Louis J. Briskman Executive Vice President | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Martin D. Franks Executive Vice President, Planning, Policy and Government Affairs | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President, Planning, Policy and Government Affairs CBS Corporation 51 West 52nd Street New York, NY 10019 |
Jo Ann Haller Senior Vice President and General Counsel | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | Senior Vice President and General Counsel CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Page 16 of 32
SCHEDULE II
(Continued)
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Radio Media Corporation
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Scott Herman Executive Vice President | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | Executive Vice President CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Joseph R. Ianniello Senior Vice President, Chief Development Officer and Treasurer | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Financial Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
Anton W. Guitano Executive Vice President of Finance and Operations and Chief Financial Officer | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | Executive Vice President of Finance and Operations and Chief Financial Officer CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Angeline C. Straka Senior Vice President and Secretary | CBS Corporation 51 West 52nd Street New York, NY 10019 | Senior Vice President, Deputy General Counsel and Secretary CBS Corporation 51 West 52nd Street New York, NY 10019 |
Richard M. Jones Senior Vice President and General Tax Counsel | CBS Corporation 51 West 52nd Street New York, NY 10019 | Senior Vice President and General Tax Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Michael Weiss Executive Vice President | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | Executive Vice President CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Page 17 of 32
SCHEDULE III
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Radio Inc.
DIRECTORS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Louis J. Briskman | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Joseph R. Ianniello | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Financial Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Dan Mason President and Chief Executive Officer | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | President and Chief Executive Officer CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Anthony G. Ambrosio Executive Vice President, Human Resources and Administration | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President, Human Resources and Administration CBS Corporation 51 West 52nd Street New York, NY 10019 |
Louis J. Briskman Executive Vice President | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Jo Ann Haller Senior Vice President and General Counsel | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | Senior Vice President and General Counsel CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Scott Herman Executive Vice President | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | Executive Vice President CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Page 18 of 32
SCHEDULE III
(Continued)
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Radio Inc.
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Joseph R. Ianniello Senior Vice President, Chief Development Officer and Treasurer | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Financial Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
Anton W. Guitano Executive Vice President of Finance and Operations and Chief Financial Officer | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | Executive Vice President of Finance and Operations and Chief Financial Officer CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Martin D. Franks Executive Vice President, Planning, Policy and Government Affairs | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President, Planning, Policy and Government Affairs CBS Corporation 51 West 52nd Street New York, NY 10019 |
Angeline C. Straka Senior Vice President and Secretary | CBS Corporation 51 West 52nd Street New York, NY 10019 | Senior Vice President, Deputy General Counsel and Secretary CBS Corporation 51 West 52nd Street New York, NY 10019 |
Richard M. Jones Senior Vice President and General Tax Counsel | CBS Corporation 51 West 52nd Street New York, NY 10019 | Senior Vice President and General Tax Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Michael Weiss Executive Vice President | CBS Radio Inc. 51 West 52nd Street New York, NY 10019 | Executive Vice President CBS Radio Inc. 51 West 52nd Street New York, NY 10019 |
Page 19 of 32
SCHEDULE IV
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Broadcasting Inc.
DIRECTORS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Louis J. Briskman | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Joseph R. Ianniello | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Financial Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Leslie Moonves President and Chief Executive Officer | CBS Corporation 51 West 52nd Street New York, NY 10019 | President and Chief Executive Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
Anthony G. Ambrosio Executive Vice President, Human Resources and Administration | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President, Human Resources and Administration CBS Corporation 51 West 52nd Street New York, NY 10019 |
Louis J. Briskman Executive Vice President | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Martin D. Franks Executive Vice President, Planning, Policy and Government Affairs | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President, Planning, Policy and Government Affairs CBS Corporation 51 West 52nd Street New York, NY 10019 |
Page 20 of 32
SCHEDULE IV
(Continued)
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Broadcasting Inc.
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Harry Isaacs Executive Vice President | CBS Broadcasting Inc. 4024 Radford Avenue Studio City, CA 91604 | Executive Vice President CBS Broadcasting Inc. 4024 Radford Avenue Studio City, CA 91604 |
Jonathan H. Anschell Executive Vice President and General Counsel | CBS Broadcasting Inc. 4024 Radford Avenue Studio City, CA 91064 | Executive Vice President and General Counsel CBS Broadcasting Inc. 4024 Radford Avenue Studio City, CA 91064 |
Sean McManus Executive Vice President | CBS News and Sports 51 West 52nd Street New York, NY 10019 | President, CBS News and Sports CBS Corporation 51 West 52nd Street New York, NY 10019 |
Armando Nunez Executive Vice President | CBS Studios International 7800 Beverly Blvd. Los Angeles, CA 90036 | President CBS Studios International 7800 Beverly Blvd. Los Angeles, CA 90036 |
Bruce C. Taub Executive Vice President and Chief Financial Officer | CBS Television Network 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Financial Officer CBS Broadcasting Inc. 51 West 52nd Street New York, NY 10019 |
Nancy Tellem Executive Vice President | CBS Broadcasting Inc. 4024 Radford Avenue Studio City, CA 91064 | Executive Vice President CBS Broadcasting Inc. 4024 Radford Avenue Studio City, CA 91604 |
Joseph R. Ianniello Senior Vice President, Chief Development Officer and Treasurer | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Financial Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
Page 21 of 32
SCHEDULE IV
(Continued)
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Broadcasting Inc.
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Richard M. Jones Senior Vice President and General Tax Counsel | CBS Corporation 51 West 52nd Street New York, NY 10019 | Senior Vice President and General Tax Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Angeline C. Straka Senior Vice President and Secretary | CBS Corporation 51 West 52nd Street New York, NY 10019 | Senior Vice President, Deputy General Counsel and Secretary CBS Corporation 51 West 52nd Street New York, NY 10019 |
Page 22 of 32
SCHEDULE V
Name, business address and present principal occupation or
employment of the directors and executive officers of
Westinghouse CBS Holding Company, Inc.
DIRECTORS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Louis J. Briskman | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Joseph R. Ianniello | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Financial Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Leslie Moonves President and Chief Executive Officer | CBS Corporation 51 West 52nd Street New York, NY 10019 | President and Chief Executive Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
Anthony G. Ambrosio Executive Vice President, Human Resources and Administration | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President, Human Resources and Administration CBS Corporation 51 West 52nd Street New York, NY 10019 |
Louis J. Briskman Executive Vice President and General Counsel | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Martin D. Franks Executive Vice President, Planning, Policy and Government Affairs | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President, Planning, Policy and Government Affairs CBS Corporation 51 West 52nd Street New York, NY 10019 |
Page 23 of 32
SCHEDULE V
(Continued)
Name, business address and present principal occupation or
employment of the directors and executive officers of
Westinghouse CBS Holding Company, Inc.
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Joseph R. Ianniello Executive Vice President and Chief Financial Officer | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Financial Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
Richard M. Jones Senior Vice President and General Tax Counsel | CBS Corporation 51 West 52nd Street New York, NY 10019 | Senior Vice President and General Tax Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Angeline C. Straka Senior Vice President and Secretary | CBS Corporation 51 West 52nd Street New York, NY 10019 | Senior Vice President, Deputy General Counsel and Secretary CBS Corporation 51 West 52nd Street New York, NY 10019 |
Page 24 of 32
SCHEDULE VI
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Corporation
DIRECTORS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Sumner M. Redstone | CBS Corporation 1515 Broadway New York, NY 10036 | Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc. CBS Corporation 1515 Broadway New York, NY 10036 |
David R. Andelman | Lourie and Cutler, P.C. 60 State Street Boston, MA 02109 | Attorney Lourie and Cutler, P.C. 60 State Street Boston, MA 02109 |
Joseph A. Califano Jr. | The National Center on Addiction and Substance Abuse at Columbia University 633 Third Avenue, 19th Floor New York, NY 10017 | Founder and Chairman The National Center on Addiction and Substance Abuse at Columbia University 633 Third Avenue, 19th Floor New York, NY 10017 |
William S. Cohen | The Cohen Group 500 Eighth Street, N.W. Suite 200 Washington, D.C. 20004 | Chairman and Chief Executive Officer The Cohen Group 500 Eighth Street, N.W. Suite 200 Washington, D.C. 20004 |
Gary L. Countryman | Liberty Mutual 175 Berkeley Street Boston, MA 02116 | Chairman Emeritus Liberty Mutual 175 Berkeley Street Boston, MA 02116 |
Charles K. Gifford | Bank of America 100 Federal Street Boston, MA 02110 | Chairman Emeritus Bank of America 100 Federal Street Boston, MA 02110 |
Page 25 of 32
SCHEDULE VI
(Continued)
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Corporation
DIRECTORS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Leonard Goldberg | Mandy Films 9201 Wilshire Boulevard, Suite 206 Beverly Hills, CA 90210 | President Mandy Films 9201 Wilshire Boulevard, Suite 206 Beverly Hills, CA 90210 |
Bruce S. Gordon | c/o CBS Corporation 51 West 52nd Street New York, NY 10019 | Retired Not Applicable |
Linda M. Griego | Griego Enterprises, Inc. 644 South Figueroa Street Los Angeles, CA 90017 | President and Chief Executive Officer Griego Enterprises, Inc. 644 South Figueroa Street Los Angeles, CA 90017 |
Arnold Kopelson | Kopelson Entertainment 15335 Morrison Street, Suite 375 Sherman Oaks, CA 91403 | Co-Chairman & President Kopelson Entertainment 15335 Morrison Street, Suite 375 Sherman Oaks, CA 91403 |
Leslie Moonves | CBS Corporation 51 West 52nd Street New York, NY 10019 | President and Chief Executive Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
Doug Morris | Universal Music Group 1755 Broadway 7th Floor New York, NY 10019 | Chairman & CEO Universal Music Group 1755 Broadway 7th Floor New York, NY 10019 |
Shari E. Redstone | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Vice Chair of the Board of Directors of CBS Corporation and President of National Amusements, Inc. National Amusements, Inc. |
Page 26 of 32
SCHEDULE VI
(Continued)
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Corporation
DIRECTORS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Frederic V. Salerno | CBS Corporation 51 West 52nd Street New York, NY 10019 | Retired Not Applicable |
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Sumner M. Redstone Executive Chairman of the Board and Founder | CBS Corporation 1515 Broadway New York, NY 10036 | Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc. CBS Corporation 1515 Broadway New York, NY 10036 |
Leslie Moonves President and Chief Executive Officer | CBS Corporation 51 West 52nd Street New York, NY 10019 | President and Chief Executive Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
Anthony G. Ambrosio Executive Vice President, Human Resources and Administration | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President, Human Resources and Administration CBS Corporation 51 West 52nd Street New York, NY 10019 |
Page 27 of 32
SCHEDULE VI
(Continued)
Name, business address and present principal occupation or
employment of the directors and executive officers of
CBS Corporation
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Louis J. Briskman Executive Vice President and General Counsel | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and General Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Martin D. Franks Executive Vice President, Planning, Policy and Government Affairs | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President, Planning, Policy and Government Affairs CBS Corporation 51 West 52nd Street New York, NY 10019 |
Joseph R. Ianniello Executive Vice President and Chief Financial Officer | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Financial Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
Richard M. Jones Senior Vice President and General Tax Counsel | CBS Corporation 51 West 52nd Street New York, NY 10019 | Senior Vice President and General Tax Counsel CBS Corporation 51 West 52nd Street New York, NY 10019 |
Gil Schwartz Executive Vice President and Chief Communications Officer | CBS Corporation 51 West 52nd Street New York, NY 10019 | Executive Vice President and Chief Communications Officer CBS Corporation 51 West 52nd Street New York, NY 10019 |
Angeline C. Straka Senior Vice President, Deputy General Counsel and Secretary | CBS Corporation 51 West 52nd Street New York, NY 10019 | Senior Vice President, Deputy General Counsel and Secretary CBS Corporation 51 West 52nd Street New York, NY 10019 |
Page 28 of 32
SCHEDULE VII
Name, business address and present principal occupation or
employment of the directors and executive officers of
NAIRI, Inc.
DIRECTORS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
George S. Abrams | Winer & Abrams 60 State Street Boston, MA 02109 | Attorney Winer & Abrams 60 State Street Boston, MA 02109 |
David R. Andelman | Lourie and Cutler, P.C. 60 State Street Boston, MA 02109 | Attorney Lourie and Cutler, P.C. 60 State Street Boston, MA 02109 |
Philippe P. Dauman | Viacom Inc. 1515 Broadway New York, NY 10036 | President and Chief Executive Officer Viacom Inc. 1515 Broadway New York, NY 10036 |
Shari E. Redstone | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Vice Chair of the Board of Directors of CBS Corporation and President of National Amusements, Inc. National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Sumner M. Redstone | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc. National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Page 29 of 32
SCHEDULE VII
(Continued)
Name, business address and present principal occupation or
employment of the directors and executive officers of
NAIRI, Inc.
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Sumner M. Redstone Chairman and President | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc. National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Shari E. Redstone Executive Vice President | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Vice Chair of the Board of Directors of CBS Corporation and President of National Amusements, Inc. National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Thaddeus Jankowski Vice President | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Vice President of National Amusements, Inc. and NAIRI, Inc. National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Richard Sherman Vice President, Treasurer and Assistant Secretary | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Vice President, Treasurer and Assistant Secretary of National Amusements, Inc. and NAIRI, Inc. National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Lisa Martignetti Secretary | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Secretary National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Page 30 of 32
SCHEDULE VIII
Name, business address and present principal occupation or
employment of the directors and executive officers of
National Amusements, Inc.
DIRECTORS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
George S. Abrams | Winer & Abrams 60 State Street Boston, MA 02109 | Attorney Winer & Abrams 60 State Street Boston, MA 02109 |
David R. Andelman | Lourie and Cutler, P.C. 60 State Street Boston, MA 02109 | Attorney Lourie and Cutler, P.C. 60 State Street Boston, MA 02109 |
Philippe P. Dauman | Viacom Inc. 1515 Broadway New York, NY 10036 | President and Chief Executive Officer Viacom Inc. 1515 Broadway New York, NY 10036 |
Shari E. Redstone | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Vice Chair of the Board of Directors of CBS Corporation and President of National Amusements, Inc. National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Sumner M. Redstone | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc. National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Page 31 of 32
SCHEDULE VIII
(Continued)
Name, business address and present principal occupation or
employment of the directors and executive officers of
National Amusements, Inc.
EXECUTIVE OFFICERS
Name | Business Address | Present Principal Occupation or Employment and Name and Principal Address of Corporation in which Employment is Conducted |
Sumner M. Redstone Chairman and Chief Executive Officer | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc. National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Shari E. Redstone President | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Vice Chair of the Board of Directors of CBS Corporation and President of National Amusements, Inc. National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Thaddeus Jankowski Vice President | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Vice President of National Amusements, Inc. and NAIRI, Inc. National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Richard Sherman Vice President, Treasurer and Assistant Secretary | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Vice President, Treasurer and Assistant Secretary of National Amusements, Inc. and NAIRI, Inc. National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Lisa Martignetti Secretary | National Amusements, Inc. 846 University Avenue Norwood, MA 02062 | Secretary National Amusements, Inc. 846 University Avenue Norwood, MA 02062 |
Page 32 of 32
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D, dated March 7, 2008 (the “Schedule 13D”), with respect to the Common Stock, par value $.01 per share, of Westwood One, Inc. is, and any amendments executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 7th day of March 2008.
CBS RADIO NETWORK INC. | |||||
By: | /s/LOUIS J. BRISKMAN | ||||
Name: | Louis J. Briskman | ||||
Title: | Executive Vice President | ||||
CBS RADIO MEDIA CORPORATION | |||||
By: | /s/LOUIS J. BRISKMAN | ||||
Name: | Louis J. Briskman | ||||
Title: | Executive Vice President | ||||
CBS RADIO INC. | |||||
By: | /s/LOUIS J. BRISKMAN | ||||
Name: | Louis J. Briskman | ||||
Title: | Executive Vice President | ||||
CBS BROADCASTING INC. | |||||
By: | /s/ANGELINE C. STRAKA | ||||
Name: | Angeline C. Straka | ||||
Title: | Senior Vice President and Secretary | ||||
WESTINGHOUSE CBS HOLDING COMPANY, INC. | |||||
By: | /s/ANGELINE C. STRAKA | ||||
Name: | Angeline C. Straka | ||||
Title: | Senior Vice President and Secretary | ||||
CBS CORPORATION | |||||
By: | /s/ANGELINE C. STRAKA | ||||
Name: | Angeline C. Straka | ||||
Title: | Senior Vice President, Deputy General Counsel and Secretary | ||||
NAIRI, INC. | |||||
By: | /s/SUMNER M. REDSTONE | ||||
Name: | Sumner M. Redstone | ||||
Title: | Chairman and President | ||||
NATIONAL AMUSEMENTS, INC. | |||||
By: | /s/SUMNER M. REDSTONE | ||||
Name | Sumner M. Redstone | ||||
Title: | Chairman and Chief Executive Officer | ||||
By: | /s/SUMNER M. REDSTONE | ||||
Name | Sumner M. Redstone | ||||
Title: | Individually |