SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ______
Commission file number 0-13020
------------------------------
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3980449
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 West 57th Street, 5th Floor, New York, NY 10019
(Address of principal executive offices) (Zip Code)
(212) 641-2000
Registrant's telephone number, including area code
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No ___
Number of shares of Stock Outstanding at July 31, 2003 (excluding treasury
shares):
Common Stock, par value $.01 per share - 100,464,269 shares
Class B Stock, par value $.01 per share - 703,466 shares
WESTWOOD ONE, INC.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
Item 3. Qualitative and Quantitative Disclosures
About Market Risk 11
Item 4. Controls and Procedures 11
PART II. OTHER INFORMATION
Exhibits and Reports on Form 8K 13
SIGNATURES 15
2
Item 1 - Financial Statements
WESTWOOD ONE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, December 31,
2003 2002
--------- -----------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 6,714 $ 7,371
Accounts receivable, net of allowance for doubtful accounts
of $7,340 (2003) and $11,757 (2002) 117,651 131,676
Other current assets 9,082 14,581
-------- ---------
Total Current Assets 133,447 153,628
PROPERTY AND EQUIPMENT, NET 52,297 53,699
GOODWILL 990,192 990,192
INTANGIBLE ASSETS, NET 8,509 9,647
OTHER ASSETS 61,806 59,146
---------- ----------
TOTAL ASSETS $1,246,251 $1,266,312
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 28,375 $24,809
Other accrued expenses and liabilities 60,253 65,277
---------- ----------
Total Current Liabilities 88,628 90,086
LONG-TERM DEBT 270,897 232,135
DEFERRED INCOME TAXES 32,733 30,733
OTHER LIABILITIES 9,525 10,318
---------- ----------
TOTAL LIABILITIES 401,783 363,272
---------- ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock: authorized 10,000 shares, none outstanding - -
Common stock, $.01 par value: authorized, 271,023 shares;
issued and outstanding, 101,095 (2003) and 103,989 (2002) 1,011 1,040
Class B stock, $.01 par value: authorized, 3,000 shares:
issued and outstanding, 704 (2003 and 2002) 7 7
Additional paid-in capital 583,219 684,311
Accumulated earnings 260,231 218,981
--------- ----------
844,468 904,339
Less treasury stock, at cost; 35 (2002) shares - (1,299)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 844,468 903,040
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,246,251 $1,266,312
========== ==========
See accompanying notes to consolidated financial statements.
3
WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2003 2002 2003 2002
---- ---- ---- ----
GROSS REVENUES $154,232 $164,299 $299,850 $310,966
Less Agency Commissions 21,557 23,487 41,380 43,858
-------- ------- -------- --------
NET REVENUES 132,675 140,812 258,470 267,108
-------- -------- -------- --------
Operating Costs 86,504 86,146 178,556 178,547
Depreciation and Amortization 2,860 2,866 5,740 5,701
Corporate General and Administrative Expenses 1,647 2,064 3,291 3,801
-------- -------- -------- --------
91,011 91,076 187,587 188,049
-------- -------- -------- --------
OPERATING INCOME 41,664 49,736 70,883 79,059
Interest Expense 2,496 1,677 4,947 3,435
Other (Income) Expense (16) (41) (36) (76)
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 39,184 48,100 65,972 75,700
INCOME TAXES 14,848 17,626 24,722 27,783
-------- -------- -------- --------
NET INCOME $24,336 $30,474 $41,250 $47,917
======== ======== ======== ========
EARNINGS PER SHARE:
BASIC $ .24 $ .29 $ .40 $ .45
======== ======== ======== ========
DILUTED $ .23 $ .28 $ .39 $ .43
======== ======== ======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 101,771 106,751 102,417 106,690
======== ======== ======== ========
DILUTED 104,253 110,092 104,938 110,177
======== ======== ======== ========
See accompanying notes to consolidated financial statements.
4
WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended
June 30,
--------
2003 2002
---- ----
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $41,250 $47,917
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 5,740 5,701
Deferred taxes 2,000 2,066
Other 318 278
------- -------
49,308 55,962
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable 14,025 (3,751)
Decrease in other assets 5,499 5,055
(Decrease) Increase in accounts payable and accrued liabilities (124) 32,535
------- -------
Net Cash Provided By Operating Activities 68,708 89,801
------- --------
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures (2,336) (2,660)
Acquisition of companies and other (80) (740)
------- -------
Net Cash Used For Investing Activities (2,416) (3,400)
------- -------
CASH PROVIDED BEFORE FINANCING ACTIVITIES 66,292 86,401
------- -------
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock 5,430 25,080
Borrowings under bank and other long-term obligations 35,000 32,500
Debt repayments and payments of capital lease obligations (277) (107)
Repurchase of common stock and warrants (107,102) (136,332)
-------- --------
NET CASH (USED IN) FINANCING ACTIVITIES (66,949) (78,859)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (657) (7,542)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,371 4,509
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $6,714 $12,051
======== ========
See accompanying notes to consolidated financial statements.
5
WESTWOOD ONE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
NOTE 1 - Basis of Presentation:
The accompanying consolidated balance sheet as of June 30, 2003, the
consolidated statements of operations for the three and six month periods ended
June 30, 2003 and 2002 and the consolidated statements of cash flows for the six
months ended June 30, 2003 and 2002 are unaudited, but in the opinion of
management include all adjustments necessary for a fair presentation of the
financial position and the results of operations for the periods presented.
These financial statements should be read in conjunction with the Company's
Annual Report on Form 10-K, filed with the Securities and Exchange Commission.
NOTE 2 - Reclassification:
Certain prior period amounts have been reclassified to conform to the
current presentation.
NOTE 3 - Earnings Per Share:
Net income per share is computed in accordance with SFAS No. 128. Basic
earnings per share excludes all dilution and is calculated using the weighted
average number of shares outstanding in the period. Diluted earnings per share
reflects the potential dilution that would occur if all financial instruments
which may be exchanged for equity securities were exercised or converted to
Common Stock.
The Company has issued options and warrants which may have a dilutive
effect on reported earnings if they were exercised or converted to Common Stock.
The following numbers of shares related to options and warrants were added to
the basic weighted average shares outstanding to arrive at the diluted weighted
average shares outstanding for each period:
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2003 2002 2003 2002
---- ---- ---- ----
Options 2,482 3,121 2,521 3,201
Warrants - 220 - 286
NOTE 4 - Debt:
At June 30, 2003 the Company had outstanding borrowings of $200,000
pursuant to its outstanding notes and $65,000 under its bank revolving credit
facility. In addition, the Company had available borrowings of $155,000 under
its bank revolving credit facility.
The estimated fair value of the Company's interest rate swaps at June 30,
2003 was $5,897.
6
NOTE 5 - Stock Options
The Company applies APB 25 and related interpretations in accounting for
its stock option plans. Accordingly, no compensation expense has been recognized
for its plans. For the three and six-month periods ended June 30, 2003 and 2002,
had compensation cost been determined in accordance with the methodology
prescribed by SFAS 123, the Company's net income and earnings per share would
have been reduced by approximately $2,118 and $2,023 ($.02 per basic and diluted
share) for the three month periods, respectively and $4,155 and $4,041 ($.04 per
basic share and $.03 per diluted share) for the six month periods, respectively.
Three Months Ended June 30, Six Months Ended June 30,
-------------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Net Income as Reported $24,336 $30,474 $41,250 $47,917
Deduct: Total Stock Based
Employee Compensation Expense,
Net of Tax 2,118 2,023 4,155 4,041
------- ------- ------ ------
Pro Forma Net Income $22,218 $28,451 $37,095 $43,876
======= ======= ======= =======
Net Income Per Share:
Basic - As Reported $.24 $.29 $.40 $.45
Basic - Pro Forma $.22 $.27 $.36 $.41
Diluted - As Reported $.23 $.28 $.39 $.43
Diluted - Pro Forma $.21 $.26 $.35 $.40
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
(In thousands, except per share amounts)
Management's discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and related Notes and the Company's Annual
Report on Form 10-K for the year ended December 31, 2002.
Discussions included herein related to "revenue" or "net revenues"
corresponds to the financial statement caption of Net Revenues on the Company's
Consolidated Statements of Operations. The principal components of Operating
costs are personnel costs (exclusive of corporate personnel), affiliate
compensation, broadcast rights fees, program production and distribution costs,
sales related expenses (including bad debt expenses, commissions, and
promotional and advertising expenses), expenses related to the Company's
representation agreement with Infinity and news expenses. Corporate general and
administrative expenses are primarily comprised of costs associated with the
Infinity Management Agreement, personnel costs and other administrative
expenses.
Results of Operations
Three Months Ended June 30, 2003 Compared
With Three Months Ended June 30, 2002
-------------------------------------
Westwood One derives substantially all of its revenue from the sale of
advertising time to advertisers. Net revenue decreased $8,137, or 6%, to
$132,675 in the second quarter of 2003 from $140,812 in the comparable prior
year quarter. The decrease in net revenue was due principally to a softening of
advertiser sales after the commencement of the war with Iraq and the continuing
weak economic climate partially offset by additional revenues associated with
new program offerings.
Operating costs were $86,504 in the second quarter of 2003 compared with
$86,146 in the second quarter of 2002. Increases in expenses associated with new
program offerings, news and insurance were nearly offset by reductions in
employee related expenses.
Depreciation and amortization was $2,860 in the second quarter of 2003
compared with $2,866 in the second quarter of 2002.
Corporate general and administrative expenses decreased $417, or 20%, to
$1,647 in the second quarter of 2003 from $2,064 in the comparable 2002 quarter.
The decrease is principally attributable to lower compensation expense partially
offset by higher expenses associated with new corporate governance regulations.
Operating income decreased $8,072, or 16%, to $41,664 in the second quarter
of 2003 from $49,736 in the second quarter of 2002. The decrease is attributable
to lower advertising revenues.
Interest expense increased 49% to $2,496 in the second quarter of 2003 from
$1,677 in 2002. The increase was attributable to higher debt outstanding in the
second quarter of 2003 and higher average interest rates as a result of the
Company's issuance of $200 million in a combination of 7 and 10-year fixed rate
Senior Unsecured Notes in the fourth quarter of 2002.
Income tax expense in the second quarter of 2003 was $14,848 compared with
$17,626 in the second quarter of 2002. The Company's effective income tax rate
was approximately 37.5% in 2003 compared with 36.7% in 2002. The increase in
effective income tax rate was principally attributable to higher state taxes
8
resulting from recently enacted tax law changes in the states in which we
operate.
Net income in the second quarter of 2003 was $24,336 ($.24 per basic share
and $.23 per diluted share) compared with $30,474 ($.29 per basic share and $.28
per diluted share) in the second quarter of 2002.
Weighted average shares outstanding used to compute basic and diluted
earnings per share decreased to 101,771 and 104,253, respectively, in the second
quarter of 2003 compared with 106,751 and 110,092 in the second quarter of 2002.
The decrease is principally attributable to the Company's stock repurchase
program.
Six Months Ended June 30, 2003 Compared
With Six Months Ended June 30, 2002
-----------------------------------
Net revenue for the first half of 2003 decreased 3% to $258,470 from
$267,108 in the first half of 2002. The decrease in net revenue was attributable
to the non-recurrence of approximately $6,000 of revenue associated with the
Company's exclusive radio broadcast of the Winter Olympics in 2002, a softening
of advertiser sales prior to and immediately after the commencement of the war
with Iraq, and a weak economic climate, partially offset by revenue attributable
to new programming.
Operating costs were $178,556 in the first half of 2003 compared with
$178,547 in the first half of 2002. Increases in expenses associated with new
program offerings, insurance and news costs were offset by the non-recurrence of
expenses attributable to the Company's broadcast of the Winter Olympics and
lower employee related expenses.
Depreciation and amortization was $5,740 in the first half of 2003 as
compared with $5,701 in the first half of 2002.
Operating income decreased $8,176, or 10%, to $70,883 in the first half of
2003 from $79,059 in the comparable 2002 period. The decrease was attributable
to lower revenues in the Company's second quarter of 2003.
Interest expense increased 44% to $4,947 in the first half of 2003 from
$3,435 in the comparable 2002 period. The increase results principally from
higher debt levels and higher average interest rates.
Net income decreased 14% to $41,250 ($.40 per basic share and $.39 per
diluted share) in the first half of 2003 from $47,917 ($.45 per basic share and
$.43 per diluted share) in the comparable 2002 period.
Weighted average shares outstanding used to compute basic and diluted
earnings per share decreased to 102,417 and 104,938, respectively, in the first
six months of 2003 compared with 106,690 and 110,177 in the comparable 2002
period. The decrease is principally attributable to the Company's stock
repurchase program.
9
Liquidity and Capital Resources
The business is financed through cash flows from operations and the
issuance of debt and equity. The Company continually projects anticipated cash
requirements, which include share repurchases, acquisitions, capital
expenditures, and principal and interest payments on its outstanding
indebtedness, as well as cash flows generated from operating activity available
to meet these needs. Any net cash funding requirements are financed with
short-term borrowings and long-term debt.
At June 30, 2003, the Company's cash and cash equivalents were $6,714, a
decrease of $657 from the December 31, 2002 balance.
For the six months ended June 30, 2003 versus the comparable prior year
period, net cash from operating activities decreased $21,093. The reduction is
primarily attributable to an increase in cash taxes paid resulting from lower
tax benefits from the exercise of stock options and warrants.
At June 30, 2003, the Company had available borrowings of $155,000 on its
revolving credit facility. Pursuant to the terms of the facility, the amount of
available borrowings declines by $7,500 at the end of each quarter in 2003 and
$10,000 per quarter in 2004 until its termination date of September 30, 2004.
During 2003, the Company has used its available cash and bank borrowings to
repurchase its Common Stock. For the six months ended June 30, 2003, the Company
repurchased approximately 3,179 shares of Common Stock at a cost of $107,102. In
the month of July, the Company repurchased an additional 635 shares of Common
Stock at a cost of approximately $19,935.
The Company's business does not require, and is not expected to require,
significant cash outlays for capital expenditures.
The Company believes that its cash, other liquid assets, operating cash
flows and available bank borrowings, taken together, provide adequate resources
to fund ongoing operating requirements.
10
Item 3. Qualitative and Quantitative Disclosures about Market Risk
In the normal course of business, the Company employs established policies
and procedures to manage its exposure to changes in interest rates using
financial instruments. The Company uses derivative financial instruments
(fixed-to-floating interest rate swap agreements) for the purpose of hedging
specific exposures and holds all derivatives for purposes other than trading.
All derivative financial instruments held reduce the risk of the underlying
hedged item and are designated at inception as hedges with respect to the
underlying hedged item. Hedges of fair value exposure are entered into in order
to hedge the fair value of a recognized asset, liability, or a firm commitment.
In order to achieve a desired proportion of variable and fixed rate debt,
in December 2002, the Company entered into a seven year interest rate swap
agreement covering $25 million notional value of its outstanding borrowing to
effectively float the interest rate at three-month LIBOR plus 74 basis points
and two ten year interest rate swap agreements covering $75 million notional
value of its outstanding borrowing to effectively float the interest rate at
three-month LIBOR plus 80 basis points.
These swap transactions allow the Company to benefit from short-term
declines in interest rates. The instruments meet all of the criteria of a
fair-value hedge. The Company has the appropriate documentation, including the
risk management objective and strategy for undertaking the hedge, identification
of the hedging instrument, the hedged item, the nature of the risk being hedged,
and how the hedging instrument's effectiveness offsets the exposure to changes
in the hedged item's fair value or variability in cash flows attributable to the
hedged risk.
With respect to the borrowings pursuant to the Company's revolving credit
facility, the interest rate on the borrowings is based on the prime rate plus an
applicable margin of up to .25%, or LIBOR plus an applicable margin of up to
1.25%, as chosen by the Company. Historically, the Company has typically chosen
the LIBOR option with a three month maturity. Every .25% change in interest
rates has the effect of increasing or decreasing our annual interest expense by
$5,000 for every $2 million of outstanding debt.
The Company continually monitors its positions with, and the credit quality
of, the financial institutions that are counterparties to its financial
instruments, and does not anticipate nonperformance by the counterparties.
The Company's receivables do not represent a significant concentration of
credit risk due to the wide variety of customers and markets in which the
Company operates.
Item 4. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the Company's disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) of the
Securities Exchange Act of 1934, as amended) as of the end of the period covered
by this report, and have concluded that the Company's disclosure controls and
procedures are effective for gathering, analyzing and disclosing the information
we are required to disclose in our reports filed under the Securities and
Exchange Act of 1934. There have been no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the evaluation date.
11
PART II OTHER INFORMATION
Items 1 through 3
These items are not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of the Company was held on May 28, 2003.
(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 II Directors, for which holders of Common
Stock voted alone for the election of Mr. Suleman):
1) Election of Class II Directors:
FOR WITHHELD
David Dennis 88,064,089 7,910,218
Maria Hummer 88,066,589 7,907,718
George Miles 88,080,689 7,893,618
Farid Suleman 124,032,034 7,111,273
2) Ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Company for fiscal 2003.
FOR 129,651,882
AGAINST 1,481,019
ABSTAIN 10,406
Item 5
Not Applicable.
12
Item 6 - Exhibits and Reports on Form 8-K
(a)
EXHIBIT
NUMBER DESCRIPTION
3.1 Restated Certificate of Incorporation, as filed on October 25, 2002. (14)
3.2 Bylaws of Registrant as currently in effect. (6)
4.1 Note Purchase Agreement, dated December 3, 2002, between Registrant and the
Purchasers. (15)
*10.1Employment Agreement, dated April 29, 1998, between Registrant and Norman
J. Pattiz. (8)
10.2 Form of Indemnification Agreement between Registrant and its Directors and
Executive Officers. (1)
10.3 Amended and Restated Credit Agreement, dated September 30, 1996, between
Registrant and The Chase Manhattan Bank and Co-Agents. (6)
10.4 Second Amended and Restated Credit Agreement dated November 17, 2000,
between Registrant and The Chase Manhattan Bank and Co-Agents. (12)
10.5 Amendment One dated October 24, 2002 to the Amended and Restated Credit
Agreement. (15)
10.6 Purchase Agreement, dated as of August 24, 1987, between Registrant and
National Broadcasting Company, Inc. (2)
10.7 Agreement and Plan of Merger among Registrant, Copter Acquisition Corp. and
Metro Networks, Inc. dated as of June 1, 1999 (9)
*10.8Amendment 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. (10)
10.9 Management Agreement, dated as of March 30, 1999, and amended on April 15,
2002 between Registrant and Infinity Broadcasting Corporation. (9) (13)
10.10Representation Agreement, dated as of March 31, 1997, between Registrant
and CBS, Inc. (7) (13)
10.11 Westwood One Amended 1999 Stock Incentive Plan. (9)
10.12 Westwood One, Inc. 1989 Stock Incentive Plan. (3)
10.13Amendments to the Westwood One, Inc. Amended 1989 Stock Incentive Plan.
(4) (5)
10.14Leases, 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. (11)
31.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
On April 29, 2003 and May 1, 2003, Registrant filed a current report on
Form 8-K announcing its first quarter 2003 financial results.
On May 15, 2003, Registrant filed a current report on Form 8-K announcing
Shane Coppola as its new President and Chief Executive Officer.
*********************************
*Indicates a management contract or compensatory plan
13
(1) Filed as part of Registrant's September 25, 1986 proxy statement and
incorporated herein by reference.
(2) Filed an exhibit to Registrant's current report on Form 8-K dated September
4, 1987 and incorporated herein by reference.
(3) Filed as part of Registrant's March 27, 1992 proxy statement and
incorporated herein by reference.
(4) Filed as an exhibit to Registrant's July 20, 1994 proxy statement and
incorporated herein by reference.
(5) Filed as an exhibit to Registrant's May 17, 1996 proxy statement and
incorporated herein by reference.
(6) 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.
(7) 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.
(8) 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.
(9) Filed as an exhibit to Registrant's August 24, 1999 proxy statement and
incorporated herein by reference.
(10) Filed as an exhibit to Registrant's current report on Form 8-K dated
October 1, 1999 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, 1999 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, 2000 and incorporated herein by reference.
(13) Filed as an exhibit to Registrant's April 29, 2002 proxy statement and
incorporated herein by reference.
(14) Filed as an exhibit to Registrant's Quarterly report on Form 10-Q for the
quarter ended September 30, 2002 and incorporated herein by reference.
(15) Filed as an exhibit to Registrant's current report on Form 8-K dated
December 3, 2002 and incorporated herein by reference.
14
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/ Shane Coppola
---------------------
Shane Coppola
Chief Executive Officer
By: /S/ Jacques Tortoroli
-------------------------
Jacques Tortoroli
Chief Financial Officer
Dated: August 6, 2003
15