PART II OTHER INFORMATION
Items 1 through 5
These items are not applicable.
Item 6 - Exhibits and Reports on Form 8-K
(a)
EXHIBIT |
NUMBER
DESCRIPTION |
3.1
|
Certificate of Incorporation of Registrant. (1) |
3.2
|
Agreement of Merger. (1) |
3.3
|
Certificate of Amendment of Certificate of Incorporation, as filed on October 10, 1986. (2) |
3.4
|
Certificate of Amendment of Certificate of Incorporation, as filed on October 9, 1986. (3) |
3.5 |
Certificate of Amendment of Certificate of Incorporation, as filed on March 23, 1987. (3) |
3.6 |
Certificate of Correction of Certificate of Amendment, as filed on March 31, 1987 at 10:00 a.m. (3) |
3.7 |
Certificate of Correction of Certificate of Amendment, as filed on March 31, 1987 at 10:01 a.m. (3) |
3.8 |
Bylaws of Registrant as currently in effect. (10) |
*10.1 |
Employment Agreement, dated April 29, 1998, between Registrant and Norman J. Pattiz. (12) |
10.2 |
Form of Indemnification Agreement between Registrant and its Directors and Executive Officers. (4) |
10.2 |
Amended and Restated Credit Agreement, dated September 30, 1996, between Registrant and The Chase Manhattan Bank and Co-Agents. (10) |
10.3 |
Second Amended and Restated Credit Agreement dated November 17, 2000, between Registrant and The Chase Manhattan Bank and Co-Agents. (16) |
10.4 |
Purchase Agreement, dated as of August 24, 1987, between Registrant and National Broadcasting Company, Inc. (5) |
10.6 |
Agreement and Plan of Merger among Registrant, Copter Acquisition Corp. and Metro Networks, Inc. dated as of June 1, 1999 (13) |
*10.7 |
Amendment No. 1 to the Agreement and Plan Merger, dated as of August 20, 1999, by and among Registrant, Copter Acquisition Corp. and Metro Networks, Inc. (14) |
10.8 |
Management Agreement, dated as of March 30, 1999, between Registrant and Infinity Broadcasting Corporation. (13) |
10.9 |
Representation Agreement, dated as of March 31, 1997, between Registrant and CBS, Inc. (11) |
10.10 |
Westwood One Amended 1999 Stock Incentive Plan. (13) |
10.11 |
Westwood One, Inc. 1989 Stock Incentive Plan. (6) |
10.12 |
Amendments to the Westwood One, Inc. Amended 1989 Stock Incentive Plan. (7) (9) |
10.13 |
Leases, dated August 9, 1999, between Lefrak SBN LP and Westwood One, Inc. and between Infinity and Westwood One, Inc. relating to New York, New York offices. (15) |
10.14 |
Lease, dated December 18, 1991, between Valencia Paragon Associates, Ltd., and Unistar Communications Group, Inc. relating to Valencia, California offices. (8) |
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three months ended March 31, 2002
* Indicates a management contract or compensatory plan
(1) Filed as an exhibit
to Registrant's registration statement on Form S-1 (File Number 2-98695)
and incorporated herein by reference
(2) Filed as an exhibit to Registrant's registration statement on Form
S-1 (Registration Number 33-9006) and incorporated herein by reference.
(3) Filed as an exhibit to Registrant's Form 8 dated March 1, 1988 and
incorporated herein by reference.
(4) Filed as part of Registrant's September 25, 1986 proxy statement and
incorporated herein by reference.
(5) Filed an exhibit to Registrant's current report on Form 8-K dated
September 4, 1987 and incorporated herein by reference.
(6) Filed as part of Registrant's March 27, 1992 proxy statement and incorporated
herein by reference.
(7) Filed as an exhibit to Registrant's July 20, 1994 proxy statement
and incorporated herein by reference.
(8) Filed as an exhibit to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994 and incorporated herein by reference.
(9) Filed as an exhibit to Registrant’s May 17, 1996 proxy statement
and incorporated herein by reference.
(10) Filed as an exhibit to Registrant’s Quarterly report on Form
10-Q for the quarter ended September 30, 1996 and incorporated herein
by reference.
(11) Filed as an exhibit to Registrant’s Annual Report on Form 10-K
for the year ended December 31, 1997 and incorporated herein by reference.
(12) Filed as an exhibit to Registrant’s Annual Report on Form 10-K
for the year ended December 31, 1998 and incorporated herein by reference.
(13) Filed as an exhibit to Registrant’s August 24, 1999 proxy statement
and incorporated herein by reference.
(14) Filed as an exhibit to Registrant’s current report on Form
8-K dated October 1, 1999 and incorporated herein by reference.
(15) Filed as an exhibit to Registrant’s Annual Report on Form 10-K
for the year ended December 31, 1999 and incorporated herein by reference.
(16) Filed as an exhibit to Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2000 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WESTWOOD ONE, INC.
By: /S/ Robert Freedline
Robert Freedline
Chief Financial Officer
Dated:
May 8, 2002