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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 11
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Westwood One, Inc.
------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
961815 10 7
-----------
(CUSIP Number)
Neil A. Torpey, Esq.
Paul, Hastings, Janofsky & Walker LLP
399 Park Avenue
New York, New York 10022
(212) 318-6000
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 9, 2002; January 11, 2002; January 17, 2002; January 18, 2002;
April 15, 2002; April 17, 2002; April 18, 2002;
April 19, 2002; and May 9, 2002
(Date of Events 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 of Rule 13d-1(e), (f) or (g), check the following
box |_|
SCHEDULE 13D
-------------------------- -------------------------
CUSIP No. 961815 10 7 Page 1 of 8 Filing Pages
-------------------------- -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
David I. Saperstein
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
-------
(b) X
-------
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,997,091(1)
NUMBER OF
SHARES
BENEFICIALLY ------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING None
PERSON WITH
------------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,997,091(1)
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,997,091(1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
|X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.63%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
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1 Includes options to purchase 14,000 shares of common stock which are
exercisable within 60 days of the date hereof.
AMENDMENT NO. 11
TO
SCHEDULE 13D
This Amendment No. 11 to the Schedule 13D ("Amendment No. 11") is being
filed by David I. Saperstein (the "Reporting Person") pursuant to Rule 13d-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, with respect to the common stock, par value $.01 per share (the "Issuer
Common Stock") of Westwood One, Inc., a Delaware corporation (the "Issuer").
This Amendment No. 11 supplements, amends and restates information contained in
the Schedule 13D originally filed by the Reporting Person on October 5, 1999
(the "Schedule 13D"), as amended by Amendment No. 2 to the Schedule 13D
("Amendment No. 2"), as further amended by Amendment No. 3 to Schedule 13D
("Amendment No. 3"), as further amended by Amendment No. 4 to Schedule 13D
("Amendment No. 4"), as further amended by Amendment No. 5 to Schedule 13D
("Amendment No. 5"), as further amended by Amendment No. 6 to Schedule 13D
("Amendment No. 6"), as further amended by Amendment No. 7 to Schedule 13D
("Amendment No. 7"), as further amended by Amendment No. 8 to Schedule 13D
("Amendment No. 8"), as further amended by Amendment No. 9 to Schedule 13D
("Amendment No. 9"), and as further amended by Amendment No. 10 to Schedule 13D
("Amendment No. 10"). Capitalized terms used in this Amendment No. 11 but not
otherwise defined have the meaning ascribed to them in the Schedule 13D. The
Schedule 13D is supplemented, amended and restated as follows:
Item 4. Purpose of Transaction.
--------------------------------
Item 4 is amended and restated in its entirety to report the
disposition of 1,924,437 shares of Issuer Common Stock, by the Reporting Person
as follows:
The Reporting Person acquired the shares of Issuer Common Stock
reported herein solely for investment purposes.
(a), (e) Pursuant to the Merger Agreement, the Reporting Person
received 7,649,250 shares of Issuer Preferred Stock in exchange for 5,099,500
shares of Metro Preferred Stock. By its terms, each share of Issuer Preferred
Stock is convertible with no premium into one share of Issuer Common Stock at
the option of the holder. However, under the Metro Loan Agreement and the
Assignment Agreement, the Reporting Person may not convert the Issuer Preferred
Stock into Issuer Common Stock prior to repaying the Metro Stock Loan. The Metro
Stock Loan may be repaid only by delivering to the Issuer either the Issuer
Preferred Stock or 7,649,250 shares of Issuer Common Stock. See Items 3 and 5.
On October 19, 1999, the Reporting Person sold 3,120,000 shares of
Issuer Common Stock pursuant to a "brokerage transaction" (the "Brokerage
Transaction"), as such term is defined in Rule 144 under the Securities Act of
1933, as amended. Goldman, Sachs & Co. ("Goldman") sold these shares (the
"Brokerage Shares") in its capacity as a broker for the Reporting Person. The
Brokerage Shares were sold by the Reporting Person for an aggregate amount of
$58,500,000, representing an amount equal to $18.75 per Brokerage Share.
Also on October 19, 1999, the Reporting Person entered into a letter
agreement (the "Letter Agreement") with the Issuer, pursuant to which the
Reporting Person sold 1,066,660 shares of Issuer Common Stock to the Issuer (the
"Stock Repurchase") pursuant to the Issuer's stock repurchase program (the
"Stock Repurchase Program"). Such shares (the "Repurchase Shares") were sold by
the Reporting Person pursuant to the Issuer's Stock Repurchase Program for an
aggregate amount of $19,999,875.00, representing an amount equal to $18.75 per
Repurchase Share. The Stock Repurchase was consummated on October 26, 1999.
Page 2 of 8 Pages
On December 27, 1999, the Reporting Person transferred 7,649,250 shares
of Issuer Common Stock to the Issuer in connection with the Reporting Person's
obligations under the Metro Loan Agreement, as assigned, assumed and amended by
the Assignment Agreement.
Also on December 27, 1999, the Reporting Person transferred 3,150,750
shares of Issuer Common Stock to the Trusts pursuant to the terms of the Trust
Loan Agreements.
On December 28, 1999, the Reporting Person acquired beneficial
ownership of 7,649,250 shares of Issuer Common Stock, upon the conversion of the
Reporting Person's Issuer Preferred Stock into an equivalent number of shares of
Issuer Preferred Stock.
On January 24, 2000, the Reporting Person disposed of 1,956,000 shares
of Issuer Common Stock in an open market transaction.
On April 26, 2000, the Reporting Person disposed of 632,900 shares of
Issuer Common Stock in an open market transaction.
On December 11, 2000, the Reporting Person gifted an aggregate of
993,647 shares of Issuer Common Stock to certain charitable trusts of which the
Reporting Person is the Trustee.
On December 22, 2000, the Reporting Person gifted an aggregate of
306,353 shares of Issuer Common Stock to another charitable trust (together with
the charitable trusts referenced in the preceding paragraph, the "Charitable
Trusts") of which the Reporting Person is a Trustee.
On January 4, 2001, the Charitable Trusts disposed of an aggregate of
170,000 shares of Issuer Common Stock in open market transactions.
On January 12, 2001, the Charitable Trusts disposed of an aggregate of
10,000 shares of Issuer Common Stock in open market transactions.
On April 12, 2001, the Charitable Trusts disposed of an aggregate of
9,000 shares of Issuer Common Stock in open market transactions.
On April 16, 2001, one of the Charitable Trusts disposed of 2,500
shares of Issuer Common Stock in an open market transaction.
On April 17, 2001, the Reporting Person disposed of 186,500 shares of
Issuer Common Stock in an open market transaction.
On April 18, 2001, the Reporting Person disposed of 941,000 shares of
Issuer Common Stock in an open market transaction.
On May 16, 2001, the Charitable Trusts disposed of an aggregate of
15,000 shares of Issuer Common Stock in open market transactions.
On May 21, 2001, the Reporting Person disposed of 270,000 shares of
Issuer Common Stock in an open market transaction.
On May 22, 2001, the Reporting Person disposed of 336,000 shares of
Issuer Common Stock in an open market transaction.
Page 3 of 8 Pages
On May 23, 2001, the Reporting Person disposed of 15,100 shares of
Issuer Common Stock in an open market transaction.
On July 19, 2001, the Reporting Person disposed of 303,200 shares of
Issuer Common Stock in an open market transaction.
On August 13, 2001, the Reporting Person disposed of 280,000 shares of
Issuer Common Stock in open market transactions.
On August 14, 2001, the Reporting Person disposed of 201,700 shares of
Issuer Common Stock in open market transactions.
On August 15, 2001, the Reporting Person disposed of 69,300 shares of
Issuer Common Stock in an open market transaction.
On August 16, 2001, the Reporting Person disposed of 12,600 shares of
Issuer Common Stock in an open market transaction.
On August 22, 2001, the Reporting Person sold 6,200 shares of Issuer
Common Stock in an open market transaction.
On August 23, 2001, the Reporting Person sold 139,900 shares of Issuer
Common Stock in open market transactions.
On August 24, 2001, the Reporting Person sold 239,900 shares of Issuer
Common Stock in open market transactions.
On August 27, 2001, the Reporting Person sold 178,000 shares of Issuer
Common Stock in open market transactions.
On August 28, 2001, the Reporting Person sold 55,000 shares of Issuer
Common Stock in an open market transaction.
On August 30, 2001, the Reporting Person sold 10,000 shares of Issuer
Common Stock in an open market transaction.
On August 31, 2001, the Reporting Person sold 133,900 shares of Issuer
Common Stock in an open market transaction.
On September 4, 2001, the Reporting Person sold 343,625 shares of
Issuer Common Stock in open market transactions.
On December 6, 2001, the Reporting Person contributed 1,500,000 shares
of Issuer Common Stock to a partnership (the "Partnership") affiliated with the
reporting person.
On December 10, 2001, the Partnership disposed of 213,800 shares of
Issuer Common Stock in open market transactions.
On December 11, 2001, the Partnership disposed of 18,600 shares of
Issuer Common Stock in open market transactions.
Page 4 of 8 Pages
On December 12, 2001, the Partnership disposed of 86,500 shares of
Issuer Common Stock in open market transactions.
On December 13, 2001, the Partnership disposed of 79,700 shares of
Issuer Common Stock in open market transactions.
On December 14, 2001, the Partnership disposed of 105,300 shares of
Issuer Common Stock in open market transactions.
On December 17, 2001, the Partnership disposed of 132,200 shares of
Issuer Common Stock in open market transactions.
On December 18, 2001, the Partnership disposed of 167,500 shares of
Issuer Common Stock in open market transactions.
On December 19, 2001, the Partnership disposed of 125,000 shares of
Issuer Common Stock in open market transactions.
On December 20, 2001, the Partnership disposed of 21,900 shares of
Issuer Common Stock in open market transactions.
On December 24, 2001, the Partnership disposed of 20,900 shares of
Issuer Common Stock in open market transactions.
On December 26, 2001, the Partnership disposed of 53,900 shares of
Issuer Common Stock in open market transactions.
On December 27, 2001, the Partnership disposed of 216,500 shares of
Issuer Common Stock in open market transactions.
On December 28, 2001, the Charitable Trusts disposed of 107,000 shares
of Issuer Common Stock in open market transactions.
On December 31, 2001, the Charitable Trusts disposed of 32,000 shares
of Issuer Common Stock in open market transactions.
On December 31, 2001, the Partnership disposed of 163,400 shares of
Issuer Common Stock in open market transactions.
On January 4, 2002, the Partnership disposed of 50,000 shares of Issuer
Common Stock in open market transactions.
On January 9, 2002, the Partnership disposed of 44,800 shares of Issuer
Common Stock in open market transactions.
On January 11, 2002, the Charitable Trusts disposed of 2,400 shares of
Issuer Common Stock in open market transactions.
On January 17, 2002, the Reporting Person gifted 17,900 shares of
Issuer Common Stock to a school.
Page 5 of 8 Pages
On January 18, 2002, the Reporting Person disposed of 58,475 shares of
Issuer Common Stock in open market transactions.
On April 15, 2002, two trusts for the benefit of the Reporting Person's
two adult children contributed an aggregate of 503,070 shares of Issuer Common
Stock to two partnerships in which the 1% general partner is an entity
controlled by the Reporting Person (the "GP"). The Reporting Person has a 55%
interest in the GP. On April 18, 2002, the Reporting Person contributed 2,540
shares of Issuer Common Stock into each of the partnerships referred to above,
in exchange for a 1% limited partnership interest in each such partnership. On
April 19, 2002, the partnerships disposed of all shares of Issuer Common Stock
owned by them in open market transactions. The Reporting Person disclaims
beneficial ownership of all but 7,798 of the 503,070 shares sold by the
partnerships.
On April 17, 2002, the Reporting Person exchanged 263,852 shares of
Issuer Common Stock for limited partnership interests in a private investment
partnership.
On April 18, 2002 the Reporting Person disposed of 280,469 shares of
Issuer Common Stock in an open market transaction; and a trust of which the
Reporting Person is a trustee disposed of 66,288 shares of Issuer Common Stock
in an open market transaction.
On April 19, 2002, the Charitable Trusts disposed of an aggregate of
27,573 shares of Issuer Common Stock in open market transactions.
On May 9, 2002, the Reporting Person sold 23,434 shares of Issuer
Common Stock in an open market transaction; the Reporting Person exercised
options to purchase 600,000 shares of Issuer Common Stock and sold all of such
shares in an open market transaction; and the Charitable Trusts sold an
aggregate of 534,166 shares of Issuer Common Stock in open market transactions.
(d) Pursuant to the Merger Agreement, the Issuer agreed to add the
Reporting Person and one additional person designated by the Reporting Person to
its Board of Directors. In connection therewith, on September 22, 1999, the
Reporting Person and Infinity Broadcasting Corporation ("Infinity") entered into
a voting agreement (the "Voting Agreement"). Pursuant to the Voting Agreement,
(1) Infinity agreed to vote all shares of capital stock of the Issuer which
Infinity owns or controls and which is entitled to vote thereon in favor of the
election of the Reporting Person and a designee appointed by the Reporting
Person to the Board of Directors of the Issuer, and (2) the Reporting Person
agreed to vote all shares of capital stock of the Issuer which the Reporting
Person owns or controls and which is entitled to vote thereon in favor of the
election of the person or persons selected by Infinity for election to the Board
of Directors of the Issuer. The Voting Agreement will terminate no later than
the fourth anniversary of the date thereof.
(b), (c), (f), (g), (h), (i) and (j)
Not applicable.
Item 5. Interest in Securities of the Issuer.
---------------------------------------------
Item 5 is amended and restated in its entirety as follows:
(a) The Reporting Person beneficially owns an aggregate of 5,997,0912
shares of Issuer Common Stock, constituting 5.63% of the total class.
Page 6 of 8 Pages
The shares of Issuer Common Stock reported herein as beneficially owned
by the Reporting Person do not include an aggregate of 746,985 shares of Issuer
Common Stock held by the Trusts, the beneficiaries of which are the children of
the Reporting Person, or 390,361 shares of Issuer Common Stock held by the
Charitable Trusts. The Reporting Person disclaims beneficial ownership of such
shares.
(b) Except as specified in the Voting Agreement, the Reporting Person
has sole voting and dispositive power as to 5,997,091(2) shares of Issuer Common
Stock.
(c) Other than as provided herein, no transactions in the Issuer Common
Stock were effected by the Reporting Person since the filing of the Schedule 13D
Statement.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
------------------------------------------
(i) Stock Loan and Pledge Agreement, dated as of October 16, 1996,
between Metro Networks, Inc. and David I. Saperstein.
(ii) Assignment, Assumption and Amendment Agreement dated as of
September 22, 1999, among Westwood One, Inc., Metro Networks,
Inc. and David I. Saperstein.
(iii) Stock Loan and Pledge Agreement, dated as of October 16, 1996,
between Michelle Joy Coppola 1994 Trust and David I.
Saperstein (a "Trust Loan Agreement").(3)
(iv) Merger Agreement, dated as of June 1, 1999, as amended, among
Westwood One, Inc., Copter Acquisition Corp. and Metro
Networks, Inc. Incorporated by reference to Exhibit 2.1 to the
Issuer's Registration Statement on Form S-4 (Registration
Number 333-85609) filed on August 20, 1999.
(v) Voting Agreement, dated as of September 22, 1999, between
David I. Saperstein and Infinity Broadcasting Corporation.
(vi) Letter Agreement, dated as of October 19, 1999, between David
I. Saperstein and Westwood One, Inc.
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.
Dated: May 9, 2002
/s/ David I. Saperstein
-----------------------
David I. Saperstein
----------
2 Includes options to purchase 14,000 shares of common stock which are
exercisable within 60 days of the date hereof.
3 Except for the names of the parties, the four other Trust Loan Agreements
are identical to the Trust Loan Agreement filed herewith and accordingly
are not being filed.
Page 7 of 8 Pages
EXHIBIT INDEX
(i) Stock Loan and Pledge Agreement, dated as of October 16, 1996,
between Metro Networks, Inc. and David I. Saperstein
(incorporated by reference to Exhibit 99.(I) to Metro's
Schedule 13D filed with the Securities and Exchange Commission
on October 29, 1996).
(ii) Assignment, Assumption and Amendment Agreement dated as of
September 22, 1999, among Westwood One, Inc., Metro Networks,
Inc. and David I. Saperstein (incorporated by reference to
Exhibit 99.(II) to Westwood's Schedule 13D filed on October 5,
1999).
(iii) Stock Loan and Pledge Agreement, dated as of October 16, 1996,
between Michelle Joy Coppola 1994 Trust and David I.
Saperstein (incorporated by reference to Exhibit 99.(II) to
Metro's Schedule 13D filed with the Securities and Exchange
Commission on October 29, 1996).
(iv) Merger Agreement, dated as of June 1, 1999, as amended, among
Westwood One, Inc., Copter Acquisition Corp. and Metro
Networks, Inc. (incorporated by reference to Exhibit2.1 to the
Issuer's Registration Statement on Form S-4 filed with the
Securities and Exchange commission on August 20, 1999).
(v) Voting Agreement, dated as of September 22, 1999, between
David I. Saperstein and Infinity Broadcasting Corporation
(incorporated by reference to Exhibit 99.(V) to Westwood's
Schedule 13D filed on October 5, 1999).
(vi) Letter Agreement, dated as of October 19, 1999, between David
I. Saperstein and Westwood One, Inc. (incorporated by
reference to Exhibit 99.VI to Amendment No. 1 to Westwood's
Schedule 13D filed on November 9, 1999).
Page 8 of 8 Pages