UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 9)*
(Name of Issuer)
Common
Stock, Par Value $.01 Per Share
(Title of Class of
Securities)
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
(Name, Address and Telephone Number of
Person
Authorized
to Receive Notices and Communications)
(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).
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SCHEDULE
13D
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CUSIP No.
961815107
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1
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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
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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)
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[
]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
|
8
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SHARED
VOTING POWER
80,000
|
9
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SOLE
DISPOSITIVE POWER
|
10
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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%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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Page 1 of
32
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SCHEDULE
13D
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CUSIP No.
961815107
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1
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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
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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)
|
[
]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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Page 2 of
32
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SCHEDULE
13D
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CUSIP No.
961815107
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CBS
RADIO INC.
I.R.S.
Identification No. 13-4142467
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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
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Page 3 of
32
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SCHEDULE
13D
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CUSIP No.
961815107
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CBS
BROADCASTING INC.
I.R.S.
Identification No. 13-0590730
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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
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE
13D
|
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CUSIP No.
961815107
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1
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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
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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
|
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Page 5 of
32
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SCHEDULE
13D
|
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CUSIP No.
961815107
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CBS
CORPORATION
I.R.S.
Identification No. 04-2949533
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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
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Page 6 of
32
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SCHEDULE
13D
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CUSIP No.
961815107
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NAIRI,
INC.
I.R.S.
Identification No. 04-3446887
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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
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Page 7 of
32
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SCHEDULE
13D
|
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CUSIP No.
961815107
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1
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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
|
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Page 8 of
32
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SCHEDULE
13D
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CUSIP No.
961815107
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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
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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 57
th
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
52
nd
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 52
nd
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
52
nd
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 52
nd
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:
|
(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.
|
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 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and General Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Joseph
R. Ianniello
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
CBS
Corporation
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
President
and Chief Executive Officer
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Anthony
G. Ambrosio
Executive
Vice President, Human Resources and Administration
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President, Human Resources and Administration
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Louis
J. Briskman
Executive
Vice President
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and General Counsel
CBS
Corporation
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
Senior
Vice President and General Counsel
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Scott
Herman
Executive
Vice President
|
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Joseph
R. Ianniello
Senior
Vice President, Chief Development Officer and Treasurer
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Martin
D. Franks
Executive
Vice President, Planning, Policy and Government Affairs
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President, Planning, Policy and Government Affairs
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Anton
W. Guitano
Executive
Vice President of Finance and Operations and Chief Financial
Officer
|
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President of Finance and Operations and Chief Financial
Officer
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Angeline
C. Straka
Senior
Vice President and Secretary
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President, Deputy General Counsel and Secretary
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Richard
M. Jones
Senior
Vice President and General Tax Counsel
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President and General Tax Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Michael
Weiss
Executive
Vice President
|
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President
CBS
Radio Inc.
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and General Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Joseph
R. Ianniello
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
CBS
Corporation
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
President
and Chief Executive Officer
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Anthony
G. Ambrosio
Executive
Vice President, Human Resources and Administration
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President, Human Resources and Administration
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Louis
J. Briskman
Executive
Vice President
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and General Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Martin
D. Franks
Executive
Vice President, Planning, Policy and Government Affairs
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President, Planning, Policy and Government Affairs
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Jo
Ann Haller
Senior
Vice President and General Counsel
|
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President and General Counsel
CBS
Radio Inc.
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
Executive
Vice President
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Joseph
R. Ianniello
Senior
Vice President, Chief Development Officer
and Treasurer
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Anton
W. Guitano
Executive
Vice President of Finance and Operations and Chief Financial
Officer
|
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President of Finance and Operations and Chief Financial
Officer
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Angeline
C. Straka
Senior
Vice President and Secretary
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President, Deputy General Counsel and Secretary
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Richard
M. Jones
Senior
Vice President and General Tax Counsel
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President and General Tax Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Michael
Weiss
Executive
Vice President
|
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President
CBS
Radio Inc.
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and General Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Joseph
R. Ianniello
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
CBS
Corporation
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
President
and Chief Executive Officer
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Anthony
G. Ambrosio
Executive
Vice President, Human Resources and Administration
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President, Human Resources and Administration
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Louis
J. Briskman
Executive
Vice President
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and General Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Jo
Ann Haller
Senior
Vice President and General Counsel
|
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President and General Counsel
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Scott
Herman
Executive
Vice President
|
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President
CBS
Radio Inc.
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Anton
W. Guitano
Executive
Vice President of Finance and Operations and Chief Financial
Officer
|
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President of Finance and Operations and Chief Financial
Officer
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Martin
D. Franks
Executive
Vice President, Planning, Policy and Government Affairs
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President, Planning, Policy and Government Affairs
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Angeline
C. Straka
Senior
Vice President and Secretary
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President, Deputy General Counsel and Secretary
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Richard
M. Jones
Senior
Vice President and General Tax Counsel
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President and General Tax Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Michael
Weiss
Executive
Vice President
|
CBS
Radio Inc.
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President
CBS
Radio Inc.
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and General Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Joseph
R. Ianniello
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
CBS
Corporation
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
President
and Chief Executive Officer
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Anthony
G. Ambrosio
Executive
Vice President, Human Resources and Administration
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President, Human Resources and Administration
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Louis
J. Briskman
Executive
Vice President
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and General Counsel
CBS
Corporation
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
President,
CBS News and Sports
CBS
Corporation
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
CBS
Broadcasting Inc.
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
CBS
Corporation
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
Senior
Vice President and General Tax Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Angeline
C. Straka
Senior
Vice President and Secretary
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President, Deputy General Counsel and Secretary
CBS
Corporation
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and General Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Joseph
R. Ianniello
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
CBS
Corporation
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
President
and Chief Executive Officer
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Anthony
G. Ambrosio
Executive
Vice President, Human Resources and Administration
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President, Human Resources and Administration
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Louis
J. Briskman
Executive
Vice President and General Counsel
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and General Counsel
CBS
Corporation
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Richard
M. Jones
Senior
Vice President and General Tax Counsel
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President and General Tax Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Angeline
C. Straka
Senior
Vice President and Secretary
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President, Deputy General Counsel and Secretary
CBS
Corporation
51
West 52
nd
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, 19
th
Floor
New
York, NY 10017
|
Founder
and Chairman
The
National Center on Addiction and Substance Abuse at Columbia
University
633
Third Avenue, 19
th
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 52
nd
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 52
nd
Street
New
York, NY 10019
|
President
and Chief Executive Officer
CBS
Corporation
51
West 52
nd
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 52
nd
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 52
nd
Street
New
York, NY 10019
|
President
and Chief Executive Officer
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Anthony
G. Ambrosio
Executive
Vice President, Human Resources and Administration
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President, Human Resources and Administration
CBS
Corporation
51
West 52
nd
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 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and General Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Martin
D. Franks
Executive
Vice President, Planning, Policy and Government Affairs
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President, Planning, Policy and Government Affairs
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Joseph
R. Ianniello
Executive
Vice President and Chief Financial Officer
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Financial Officer
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Richard
M. Jones
Senior
Vice President and General Tax Counsel
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President and General Tax Counsel
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Gil
Schwartz
Executive
Vice President and Chief Communications Officer
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Executive
Vice President and Chief Communications Officer
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Angeline
C. Straka
Senior
Vice President, Deputy General Counsel and Secretary
|
CBS
Corporation
51
West 52
nd
Street
New
York, NY 10019
|
Senior
Vice President, Deputy General Counsel and Secretary
CBS
Corporation
51
West 52
nd
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
|
|
|
|
|
|
|
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|
NATIONAL
AMUSEMENTS, INC.
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By:
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/s/SUMNER
M. REDSTONE
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Name
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Sumner
M. Redstone
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Title:
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Chairman
and Chief Executive Officer
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By:
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/s/SUMNER
M. REDSTONE
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Name
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Sumner
M. Redstone
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Title:
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Individually
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Westwood One, Inc. (MM) (NASDAQ:WWON)
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From Jun 2024 to Jul 2024
Westwood One, Inc. (MM) (NASDAQ:WWON)
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From Jul 2023 to Jul 2024