8-K
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 2, 2005
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   001-14691   95-3980449
 
(State or other jurisdiction of   (Commission File Number)   (IRS Employer Identification No.)
incorporation)        
     
40 West 57th Street, 5th Floor    
New York, NY   10019
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (212) 641-2000
 
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

TABLE OF CONTENTS

Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition.
Section 8 Other Events
Item 8.01 Other Events.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE

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Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition.
     On November 3, 2005, Westwood One, Inc. (the “Company”) issued a press release announcing earnings for the third quarter ended September 30, 2005. A copy of such press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.
Section 8 Other Events
Item 8.01 Other Events.
     On November 2, 2005, the Company’s Board of Directors declared a cash dividend of ten cents ($0.10) per share on issued and outstanding shares of the Company’s common stock and a cash dividend of eight cents ($0.08) per share on issued and outstanding shares of the Company’s Class B stock, such dividends to be paid on November 30, 2005 to stockholders of record at the close of business on November 18, 2005. A copy of the press release announcing the cash dividend on the Company’s common stock is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
     The following is a list of the exhibits filed as a part of this Form 8-K:
     
Exhibit    
No.   Description of Exhibit
99.1
  Press Release, dated November 3, 2005, announcing earnings for the third quarter ended September 30, 2005 and the declaration of a cash dividend on the Company’s common stock.

 

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SIGNATURES
     Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  WESTWOOD ONE, INC.
 		  
Date: November 3, 2005  By:   /s/ David Hillman    
    Name:   David Hillman   
    Title:   Senior Vice President, General Counsel and Secretary   
 

 

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EXHIBIT INDEX
Current Report on Form 8-K
dated November 2, 2005
Westwood One, Inc.
     
Exhibit    
No.   Description of Exhibit
99.1
  Press Release, dated November 3, 2005, announcing earnings for the third quarter ended September 30, 2005 and the declaration of a cash dividend on the Company’s common stock.