PART II OTHER INFORMATION
Items 1 through 3
These items are not applicable.
Items 4 – Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of the Company was held on May 29, 2002.
(b) The Matters voted upon and the related voting results were as follows (holders of
Common Stock and Class B Stock voted together on all matters except for the election of Class III Directors, for which holders of Common Stock voted alone for the election of Mr. Greenberg):
1) Election of Class III Directors:
Gerald Greenberg Joel Hollander Steven Lerman
2) Ratification of the selection of PricewaterhouseCoopers LLP as the independent accountants of the Company for fiscal 2001.
FOR 134,630,804 AGAINST 1,730,038 ABSTAIN 5,411
3) Authorization of the Letter Agreement between the Company and Infinity which extends the terms of, and makes other changes to, certain agreements entered into between the Company and Infinity and provides for the issuance of warrants to Infinity:
FOR 114,568,960 AGAINST 131,947 ABSTAIN 16,024,156 NON-VOTE 5,641,190
4) Approval of an amendment to the Company’s certificate of incorporation:
FOR 130,595,712 AGAINST 101,792 ABSTAIN 27,559 NON-VOTE 5,641,190
Item 5
Not Applicable
Item 6 - Exhibits and Reports on Form 8-K
(a)
EXHIBIT NUMBER |
DESCRIPTION |
3.1 |
Certificate of Incorporation of Registrant. (1) |
3.2 |
Agreement of Merger. (1) |
3.3 |
Certificate of Amendment of Certificate of Incorporation, as filed on October 10, 1986. (2) |
3.4 |
Certificate
of Amendment of Certificate of Incorporation, as filed on October
9, 1986. (3) |
3.5 |
Certificate of Amendment of Certificate of Incorporation, as filed on March 23, 1987. (3) |
3.6 |
Certificate of Correction of Certificate of Amendment, as filed on March 31, 1987 at 10:00 a.m. (3) |
3.7
|
Certificate of Correction of Certificate of Amendment, as filed on March 31, 1987 at 10:01 a.m. (3) |
3.8 |
Certificate of Amendment of Certificate of Incorporation, as filed on July 23, 2002. |
3.9 |
Bylaws of Registrant as currently in effect. (10) |
*10.1 |
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) |
10.3 |
Amended and Restated Credit Agreement, dated September 30, 1996, between Registrant and The Chase Manhattan Bank and Co-Agents. (10) |
10.4 |
Second Amended
and Restated Credit Agreement dated November 17, 2000, between Registrant and The Chase Manhattan Bank and Co-Agents. (16) |
10.5 |
Purchase Agreement, dated as of August 24, 1987, between Registrant and National Broadcasting Company, Inc. (5) |
10.6 |
Agreement and Plan of Merger among Registrant, Copter Acquisition Corp. and Metro Networks, Inc. dated as of June 1, 1999 (13) |
*10.7 |
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, and amended on April 15, 2002 between Registrant and Infinity Broadcasting Corporation. (13) (17) |
10.9 |
Representation Agreement, dated as of March 31, 1997, between Registrant and CBS, Inc. (11) (17) |
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 June 30, 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.
(17) Filed as an exhibit to Registrant’s April 29, 2002 proxy statement
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: Joel Hollander
Joel Hollander
Chief Executive Officer
By:
Jacques Tortoroli
Jacques Tortoroli
Chief Financial Officer
Dated: August 7, 2002