- Current report filing (8-K)
November 20 2009 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): November 17, 2009
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-14691
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95-3980449
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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40 West 57th Street, 5th
Floor
New York, NY
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10019
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(212) 641-2000
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(Former name or former address if changed since last report.)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Section 1 Registrant’s
Business and Operations
Item 1.01
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Entry into a Material Definitive
Agreement
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On November 2, 2009, Westwood
One Radio Networks, Inc. (the “
Subtenant
”), a wholly-owned
subsidiary of Westwood One, Inc. (the “
Company
”) entered
into a Agreement of Sublease made as of November 2, 2009 (the
“
Sublease
”), by and between Marsh & McLennan Companies,
Inc. and Westwood One Radio Networks, Inc. for the 10
th
floor of
1166 Avenue of the Americas in New York City. The Sublease was
conditioned on the approval of the Board of Managers of 1166A of A Condominium was
obtained, which occurred on November 17, 2009. As part of the Sublease,
the Company (parent of Subtenant) guaranteed the payment and other
sublease obligations of the
Subtenant. The Sublease shall commence on December 1, 2009 and expire on
December 20, 2020. A copy of the Sublease is attached hereto as
Exhibit 10.1, the terms of which are incorporated by reference herein in
their entirety.
Section 5 Corporate Governance
and Management
Item 5.03
Amendment to
Articles of Incorporation or Bylaws; Change in Fiscal Year
.
On November 18, 2009, the
Company filed a Certificate of Elimination with the Secretary of State of the
State of Delaware to eliminate from its Restated Certificate of Incorporation
the Series A Certificate of Designation, Series A-1 Certificate of
Designation and the Series B Certificate of Designation. No shares of
Series A, Series A-1 or Series B preferred stock were
outstanding as of such date. A copy of the Certificate of Elimination is
attached hereto as Exhibit 3.1, the terms of which are incorporated by
reference herein in their entirety.
Section 9 Financial
Statements and Exhibits
Item 9.01
Financial
Statements and Exhibits
.
(d) The following is a list of
the exhibits filed as a part of this Current Report on Form 8-K:
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Exhibit
No.
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Description of Exhibit
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3.1
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Certificate of Elimination, filed with the
Secretary of State of the State of Delaware on November 18, 2009.
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10.1
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Agreement of Sublease made as of
November 2, 2009, by and between Marsh & McLennan Companies, Inc. and
Westwood One Radio Networks, Inc.
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2
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 hereunto duly
authorized.
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WESTWOOD ONE, INC.
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Date: November 20, 2009
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By:
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/s/ David Hillman
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Name: David Hillman
Title: Chief Administrative Officer; EVP,
Business Affairs; General Counsel and Secretary
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3
EXHIBIT INDEX
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Exhibit
No.
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Description of Exhibit
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3.1
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Certificate of Elimination, filed with the
Secretary of State of the State of Delaware on November 18, 2009.
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10.1
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Agreement of Sublease made as of
November 2, 2009, by and between Marsh & McLennan Companies, Inc. and
Westwood One Radio Networks, Inc.
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4
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