UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Westwood One, Inc.

(Name of Issuer)

Common Stock, Par Value $.01 Per Share

(Title of Class of Securities)

961815107

(CUSIP Number)

Sumner M. Redstone

National Amusements, Inc.

200 Elm Street

Dedham, Massachusetts 02026

Telephone: (781) 461-1600

 

with a copy to:

Louis J. Briskman, Esq.

CBS Corporation

51 West 52nd Street

New York, New York 10019

Telephone: (212) 975-4321

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 3, 2008

(Date of Event 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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 961815107

 

Page 2 of 38 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

CBS RADIO NETWORK INC.

I.R.S. Identification No. 52-1859471

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

16,000,000

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

16,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,000,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.2%

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 961815107

 

Page 3 of 38 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

CBS RADIO MEDIA CORPORATION

I.R.S. Identification No. 13-2766282

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

16,000,000

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

16,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,000,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.2%

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 961815107

 

Page 4 of 38 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

CBS RADIO INC.

I.R.S. Identification No. 13-4142467

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

16,000,000

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

16,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,000,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.2%

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 961815107

 

Page 5 of 38 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

CBS BROADCASTING INC.

I.R.S. Identification No. 13-0590730

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

16,000,000

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

16,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,000,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.2%

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 961815107

 

Page 6 of 38 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WESTINGHOUSE CBS HOLDING COMPANY, INC.

I.R.S. Identification No. 25-1776511

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

16,000,000

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

16,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,000,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.2%

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 961815107

 

Page 7 of 38 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

CBS CORPORATION

I.R.S. Identification No. 04-2949533

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

16,000,000

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

16,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,000,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.2%

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 961815107

 

Page 8 of 38 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

NAIRI, INC.

I.R.S. Identification No. 04-3446887

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

16,000,000

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

16,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,000,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.2%

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 961815107

 

Page 9 of 38 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

NATIONAL AMUSEMENTS, INC.

I.R.S. Identification No. 04-2261332

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Maryland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

16,000,000

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

16,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,000,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.2%

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 961815107

 

Page 10 of 38 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

SUMNER M. REDSTONE

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

16,000,000

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

16,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,000,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.2%

14

TYPE OF REPORTING PERSON (See Instructions)

IN

 

 

Item 1.

Security and Issuer

This Amendment No. 8 (this “Amendment”) amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2000, as amended (the “Schedule 13D”), with respect to the Common Stock, par value $.01 per share (the “Common Shares”), of Westwood One, Inc., a Delaware corporation (“Westwood” or the “Issuer”) with its principal executive office located at 40 West 57th Street, New York, New York 10019. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

Item 2.

Identity and Background

Item 2 is amended and restated in its entirety as follows:

“This Statement is filed by CBS Radio Network Inc. (“CRNI”), CBS Radio Media Corporation (“CRMC”), CBS Radio Inc. (“CBS Radio”), CBS Broadcasting Inc. (“CBSBI”), Westinghouse CBS Holding Company, Inc. (W/CBS HCI”), CBS Corporation (“CBS”), NAIRI, Inc. (“NAIRI”), National Amusements, Inc. (“NAI”) and Mr. Sumner M. Redstone (“Mr. Redstone”) (collectively, the “Reporting Persons”).

CRNI, a Delaware corporation, has its principal executive office at 1515 Broadway, New York, New York 10036. CRNI’s principal business is radio broadcasting. 100% of the issued and outstanding stock of CRNI is owned by CRMC.

CRMC, a Delaware corporation, has its principal executive office at 1515 Broadway, New York, New York 10036. CRMC’s principal business is radio broadcasting. 100% of the issued and outstanding stock of CRMC is owned by CBS Radio.

CBS Radio, a Delaware corporation, has its principal executive office at 1515 Broadway, New York, New York 10036. CBS Radio’s principal business is radio broadcasting. 100% of the outstanding stock of CBS Radio is owned by CBSBI.

CBSBI, a New York corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019. CBSBI’s principal businesses are the CBS television network and television broadcasting. 100% of the issued and outstanding stock of CBSBI is owned by W/CBS HCI.

W/CBS HCI, a Delaware corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019. W/CBS HCI’s principal business is television broadcasting. 100% of the issued and outstanding stock of W/CBS HCI is owned by CBS.

CBS, a Delaware corporation, has its principal executive office at 51 West 52nd Street, New York, New York 10019, and is a worldwide entertainment company. At December 31, 2007, NAIRI owned approximately 79% of CBS’s Class A Common Stock, par value $.001 per share, and approximately 13% of CBS’s Class A Common Stock and Class B Common Stock, par value $.001 per share, on a combined basis.

NAIRI, a Delaware corporation, has its principal office at 200 Elm Street, Dedham, Massachusetts 02026 and is a company owning and operating movie theaters in the United States whose main assets include its shares of CBS Class A Common Stock and Class B Common Stock. 100% of the issued and outstanding stock of NAIRI is owned by NAI.

NAI, a Maryland corporation, has its principal office at 200 Elm Street, Dedham, Massachusetts 02026. NAI’s principal businesses are owning and operating movie theaters in the United States, United Kingdom, Russia and South America and holding the common stock of NAIRI. Mr. Redstone is the controlling shareholder of NAI.

 

Page 11 of 38

 

Sumner M. Redstone is an individual whose business address is c/o National Amusements, Inc., 200 Elm Street, Dedham, Massachusetts 02026. Mr. Redstone’s principal occupation is Executive Chairman of the Board of CBS, Chairman of the Board and Chief Executive Officer of NAI and Chairman and President of NAIRI.

The executive officers and directors of CRNI, CRMC, CBS Radio, CBSBI, W/CBS HCI, CBS, NAIRI and NAI, as of March 7, 2008, are set forth on Schedules I through VIII attached hereto, containing the following information with respect to each such person:

 

(a)

Name;

 

(b)

Residence or business address; and

 

(c)

Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

During the last five years, none of the Reporting Persons or any person named in any of Schedules I through VIII attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each person identified on Schedules I through VIII attached hereto is a citizen of the United States.”

Item 4.

Purpose of Transaction

 

Item 4 is amended as follows:

 

“On March 3, 2008 (the “Closing Date”), the Issuer and CBS Radio consummated the transactions contemplated by the Master Agreement, dated October 2, 2007 (the “Master Agreement”), by and between the Issuer and CBS Radio, which agreement contemplates a new business relationship between the Issuer and CBS Radio through March 2017, including, among other things, the termination and/or amendment of the existing agreements between the parties (such amended agreements and new agreements together with the Master Agreement, the “New Transaction Documents”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Master Agreement.

 

Pursuant to the terms of the Master Agreement, the Management Agreement and Representation Agreement between the parties terminated on the Closing Date and, as of the Closing Date, CBS Radio has ceased to manage the Issuer. As a result, the Issuer manages its business directly and separately from CBS Radio and employs all of its own officers. Additionally, on the Closing Date, CBS Radio caused the CBS Radio employee who served on the Issuer’s Board to resign as a director. On the Closing Date, all of the warrants to acquire Common Shares held by CBS Radio were assigned to the Issuer and canceled thereafter. CBS Radio and the Issuer also entered into a registration rights agreement on the Closing Date with respect to 16,000,000 Common Shares beneficially owned by CBS Radio, as described below.

 

Notwithstanding the foregoing, certain provisions of the Management Agreement have been incorporated in the Master Agreement and such provisions will continue in substantially the same manner after the Closing Date. In particular, the provisions of the Management Agreement providing the Issuer with: (i) a right of first refusal to syndicate certain CBS Radio programming will continue through March 2017 and (ii) certain non-competition and non-solicitation rights will continue through March 31, 2010 and March 31, 2012, respectively.

 

With the exception of the Master Agreement, which was executed and became effective on October 2, 2007, the parties executed and delivered the New Transaction Documents on the Closing Date. The Station Agreements are effective as of March 1, 2008. The other New Transaction Documents are effective as of the

 

Page 12 of 38

 

Closing Date. The Station Agreements provide that a significant portion of the compensation payable to CBS Radio by the Issuer shall be variable and shall be adjusted based on: (i) the audience levels delivered by CBS Radio owned and operated radio stations (the “CBS Stations”) in the case of Network (not Metro Networks) commercial inventory only and (ii) the Clearance Rate of the CBS Stations with respect to both Network (Westwood) and Metro Networks commercial inventory. “Clearance Rate” refers to the percentage of commercials broadcast by the CBS Stations in accordance with the terms of the applicable agreements.

 

The foregoing description of the Master Agreement does not purport to be complete and is qualified in its entirety by reference to the Master Agreement, a copy of which has been filed as an exhibit to the Issuer’s Current Report on Form 8-K filed on October 4, 2007 and is incorporated herein by reference. The New Transaction Documents (other than the Master Agreement) generally will continue through March 31, 2017, unless earlier terminated by the express terms set forth in the respective agreements. A brief description of certain of the New Transaction Documents follows:

 

 

*

Amended and Restated News Programming Agreement. The Amended and Restated News Programming Agreement extends the existing News Programming Agreement with certain modifications as set forth therein. Under this agreement, CBS Radio agrees to provide the Issuer with specified news programming for use by the Issuer’s affiliated radio stations (including CBS Stations) and exclusive national terrestrial radio syndication rights to CBS Radio News. In exchange for the foregoing, the Issuer will pay CBS Radio an annual programming fee ($12,458,268, effective April 1, 2008) for each 12-month period of the term of this agreement, subject to an annual increase as set forth in the agreement.

 

 

*

Amended and Restated Trademark License Agreement. The Amended and Restated Trademark License Agreement extends the existing Trademark License Agreement with certain modifications as set forth therein. Under this agreement, CBS Radio grants to the Issuer a non-exclusive, fully-paid, royalty-free license to use throughout the United States (i) the name “CBS Radio” and (ii) specified trademarks, logos and service marks in connection with the Issuer’s network radio and Metro Networks business and operations as further specified in this agreement.

 

 

*

Mutual General Release and Covenant Not to Sue (the “Release”). Under the Release, the Issuer and CBS Radio released each other from all claims as of the Closing Date (except for certain limited matters described in the Release) that in any way relate to or arise out of (i) Management Claims, (ii) Services Claims, (iii) Competition Claims, (iv) Payment Claims, (v) Other Claims Against CBS Radio and (vi) Other Claims Against the Issuer (in each case, as such terms are defined in the Release). The Issuer and CBS Radio further agree that they will not (with certain limited exceptions set forth in the Release) institute or prosecute any lawsuit, action or other proceeding, or induce others to do so against the other party, which in any way arise out of or relate to any released claims.

 

 

*

Westwood One Affiliation Agreements for CBS Stations. The Westwood One Affiliation Agreements provide that the Issuer will compensate CBS Stations for broadcasting Network commercials at an agreed upon rate per month, which amount is subject to adjustment based on mutually agreed upon annual increases and the audience level delivered by each CBS Station and the Clearance Rate.

 

 

*

Metro Affiliation Agreements (i.e., the Metro Networks Affiliation Agreement for CBS Stations; the News Network Affiliate Agreements for CBS Stations; the Metro Source Network Radio Affiliate Agreements for CBS Stations; and the Traffic Network Affiliate Agreements for CBS Stations (collectively, the “Metro Affiliation Agreements”)). The Metro Affiliation Agreements provide that Metro Networks Communications, Inc. (“Metro Networks”), a subsidiary of the Issuer, shall provide CBS Stations with traffic reports and other news and information reports and services as described in such agreements. Under the terms of the Metro Affiliation Agreements, CBS Stations shall broadcast billboards and commercial announcements within, or immediately adjacent to, traffic and information reports broadcast by CBS Stations. As compensation therefor,

 

Page 13 of 38

 

 

Metro will pay CBS Radio an agreed upon monthly payment, which payments will escalate on an annual basis pursuant to mutually agreed upon annual increases and adjusted for the Clearance Rate of the CBS Stations.

 

 

*

Amended and Restated Technical Services Agreement. The Amended and Restated Technical Services Agreement extends the existing Technical Services Agreement with certain modifications as set forth therein. Under this agreement, CBS Radio agrees to provide to the Issuer certain services including, but not limited to: (i) origination and production of the CBS Radio News and certain other CBS Radio programming, (ii) provision of the services of certain CBS Radio employees and the use of certain CBS Radio facilities as more specifically described in the agreement and the related leases for such facilities and (iii) provision of access and use rights to software and hardware, consistent with past practice and as more specifically described in the agreement.

 

 

*

Lease for 524 W. 57th Street. Under this lease and as more specifically described therein, CBS Radio will continue to lease to the Issuer certain premises in the building located at 524 West 57th Street, New York, New York, known as the CBS Radio Broadcast Center.

 

 

*

Registration Rights Agreement. The Registration Rights Agreement extends the existing Registration Rights Agreement with certain modifications as set forth therein. Under this agreement, the Issuer grants to CBS Radio demand and piggy-back registration rights with respect to the Common Shares held by CBS Radio and its subsidiaries (the “Registrable Securities”). CBS Radio has the right to require the Issuer on four separate occasions to register such securities under the Securities Act of 1933, as amended, on Form S-3, or if it is a Well-Known Seasoned Issuer, pursuant to an Automatic Shelf Registration Statement. In addition, if the Issuer determines to register any of its securities, either for its own account or for the account of other security holders, the Issuer is obligated to provide CBS Radio with advance notice of such registration and include in such registration all Registrable Securities requested by CBS Radio, subject to cut-back by the Issuer’s underwriters on a proportionate basis with all other security holders entitled to a registration of their securities.

 

The foregoing descriptions of certain of the New Transaction Documents (other than the Master Agreement) do not purport to be complete and are qualified in their entirety by reference to such New Transaction Documents, each of which has been filed as an exhibit to the Issuer’s Current Report on Form 8-K filed on March 6, 2008 (the “March 6 8-K”) and all of which are incorporated herein by reference.

 

The Reporting Persons have no current plan or proposal that relates to, or would result in, any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D, other than as set forth in this Item 4; however, the Reporting Persons may, at any time and from time to time, purchase additional Common Shares of the Issuer and may dispose of any and all Common Shares of the Issuer held by them, subject to any limitations set forth in applicable agreements.”

 

 

Page 14 of 38

 

Item 5.   Interest in Securities of the Issuer

 

Item 5 is amended as follows:

 

 

" (a) and (b).

 

CRNI is the direct owner, with shared dispositive and voting power, of 16,000,000 Common Shares, or approximately 17.2% of the Issuer's issued and outstanding Common Shares (based on 93,286,451 Common Shares reported by the Issuer to be issued and outstanding as of March 3, 2008, as reported by the March 6 8-K).

 

CRMC, CBS Radio, CBSBI, W/CBS HCI, CBS, NAIRI and NAI are each a beneficial owner, with shared dispositive and voting power, of 16,000,000 Common Shares, or approximately 17.2% of the Issuer's issued and outstanding Common Shares (based on 93,286,451 Common Shares reported by the Issuer to be issued and outstanding as of March 3, 2008, as reported by the March 6 8-K).

 

As a result of his stock ownership in NAI, Mr. Sumner M. Redstone is deemed the beneficial owner, with shared dispositive and voting power, of 16,000,000 Common Shares, or approximately 17.2% of the Issuer's issued and outstanding Common Shares (based on 93,286,451 Common Shares reported by the Issuer to be issued and outstanding as of March 3, 2008, as reported by the March 6 8-K).

 

(c).           On the Closing Date, pursuant to the Master Agreement, all of the warrants to acquire Common Shares held by CBS Radio were assigned to the Issuer and canceled thereafter.”

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is amended as follows:

 

“The information set forth under Item 4 of this Amendment is incorporated by reference into Item 6. Except as described in Item 4 of the Schedule 13D, none of the Reporting Persons has entered into or amended any existing agreement with respect to the Common Shares or other securities of the Issuer since the prior statements on and amendments to Schedule 13D filed by certain of the Reporting Persons and any of their predecessors.”

 

Item 7.

Material to Be Filed as Exhibits

 

1.

Master Agreement, dated as of October 2, 2007, by and between CBS Radio Inc. and Westwood One, Inc. (incorporated herein by reference to Exhibit No. 2.1 to the Current Report on Form 8-K filed on October 4, 2007 by Westwood One, Inc.).

 

2.

Mutual General Release and Covenant Not to Sue, dated as of March 3, 2008, by and between Westwood One, Inc. and CBS Radio Inc. (incorporated herein by reference to Exhibit No. 10.1 to the Current Report on Form 8-K filed on March 6, 2008 by Westwood One, Inc.).

 

3.

Amended and Restated News Programming Agreement, dated as of March 3, 2008, by and between Westwood One, Inc. and CBS Radio Inc. (incorporated herein by reference to Exhibit No. 10.2 to the Current Report on Form 8-K filed on March 6, 2008 by Westwood One, Inc.).

 

 

 

Page 15 of 38

 

4.

Amended and Restated Technical Services Agreement, dated as of March 3, 2008, by and between Westwood One, Inc. and CBS Radio Inc. (incorporated herein by reference to Exhibit No. 10.3 to the Current Report on Form 8-K filed on March 6, 2008 by Westwood One, Inc.).

 

5.

Amended and Restated Trademark License Agreement, dated as of March 3, 2008, by and between Westwood One, Inc. and CBS Radio Inc. (incorporated herein by reference to Exhibit No. 10.4 to the Current Report on Form 8-K filed on March 6, 2008 by Westwood One, Inc.).

 

6.

Registration Rights Agreement, dated as of March 3, 2008, by and between Westwood One, Inc. and CBS Radio Inc. (incorporated herein by reference to Exhibit No. 10.5 to the Current Report on Form 8-K filed on March 6, 2008 by Westwood One, Inc.).

 

7.

Lease for 524 W. 57th Street, dated as of March 3, 2008, by and between Westwood One, Inc. and CBS Broadcasting Inc. (incorporated herein by reference to Exhibit No. 10.6 to the Current Report on Form 8-K filed on March 6, 2008 by Westwood One, Inc.).

 

8.

Form of Westwood One Affiliation Agreement, by and between Westwood One, Inc. on its behalf and on behalf of its affiliate, Westwood One Radio Networks, Inc., and CBS Radio Inc., on its behalf and on behalf of certain CBS Radio Stations (incorporated herein by reference to Exhibit No. 10.8 to the Current Report on Form 8-K filed on March 6, 2008 by Westwood One, Inc.).

 

9.

Form of Metro Affiliation Agreement, by and between Metro Networks Communications, Limited Partnership, and CBS Radio Inc., on its behalf and on behalf of certain CBS Radio Stations (incorporated herein by reference to Exhibit No. 10.9 to the Current Report on Form 8-K filed on March 6, 2008 by Westwood One, Inc.).

 

10.

Joint Filing Agreement, dated March 7, 2008, among CBS Radio Network Inc., CBS Radio Media Corporation, CBS Radio Inc., CBS Broadcasting Inc., Westinghouse CBS Holding Company, Inc., CBS Corporation, NAIRI, Inc., National Amusements, Inc. and Sumner M. Redstone.

 

 

 

Page 16 of 38

 

SIGNATURE

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. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.

Dated: March 7, 2008

 

CBS RADIO NETWORK INC.

 

By     /s/LOUIS J. BRISKMAN

Name:    Louis J. Briskman

Title:      Executive Vice President

 

 

CBS RADIO MEDIA CORPORATION

 

By:         /s/LOUIS J. BRISKMAN

Name:    Louis J. Briskman

Title:      Executive Vice President

 

 

CBS RADIO INC.

 

By:         /s/LOUIS J. BRISKMAN

Name:    Louis J. Briskman

Title:      Executive Vice President

 

 

CBS BROADCASTING INC.

 

By:         /s/ANGELINE C. STRAKA

Name:    Angeline C. Straka

Title:       Senior Vice President and Secretary

 

 

WESTINGHOUSE CBS HOLDING COMPANY, INC.

 

By:         /s/ANGELINE C. STRAKA

Name:   Angeline C. Straka

Title:      Senior Vice President and Secretary

 

 

CBS CORPORATION

 

By:         /s/ANGELINE C. STRAKA

Name:    Angeline C. Straka

Title:      Senior Vice President, Deputy General Counsel and Secretary

 

 

 

Page 17 of 38

 

 

NAIRI, INC.

 

By:              /s/SUMNER M. REDSTONE

Name:         Sumner M. Redstone

Title:           Chairman and President

 

 

NATIONAL AMUSEMENTS, INC.

 

By:              /s/SUMNER M. REDSTONE

Name:         Sumner M. Redstone

Title:           Chairman and Chief Executive Officer

 

 

/s/SUMNER M. REDSTONE

Name:         Sumner M. Redstone

Individually

 

 

 

 

Page 18 of 38

 

SCHEDULE I

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Radio Network Inc.

DIRECTORS

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Louis J. Briskman

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and General Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Susan C. Gordon

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Controller and Chief Accounting Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Joseph R. Ianniello

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Finance and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Fredric G. Reynolds

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and Chief Financial Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Dan Mason

President and Chief Executive Officer

CBS Radio Inc.

1515 Broadway

New York, NY 10036

President and Chief Executive Officer

CBS Radio Inc.

1515 Broadway

New York, NY 10036

 

Anthony G. Ambrosio

Executive Vice President, Human Resources and Administration

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Human Resources and Administration

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Louis J. Briskman

Executive Vice President and Assistant Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and General Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Fredric G. Reynolds

Executive Vice President and Assistant Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and Chief Financial Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

Page 19 of 38

 

SCHEDULE I

(Continued)

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Radio Network Inc.

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Joseph R. Ianniello

Senior Vice President and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Finance and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Martin D. Franks

Executive Vice President, Planning, Policy and Government Relations

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Planning, Policy and Government Relations

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Anton W. Guitano

Executive Vice President of Finance and Operations and Chief Financial Officer

CBS Radio Inc.

1515 Broadway

New York, NY 10036

Executive Vice President of Finance and Operations and Chief Financial Officer

CBS Radio Inc.

1515 Broadway

New York, NY 10036

 

Angeline C. Straka

Senior Vice President and Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Deputy General Counsel and Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Susan C. Gordon

Senior Vice President and Controller

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Controller and Chief Accounting Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Richard M. Jones

Senior Vice President and General Tax Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President and General Tax Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

Page 20 of 38

 

SCHEDULE II

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Radio Media Corporation

DIRECTORS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Louis J. Briskman

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and General Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Susan C. Gordon

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Controller and Chief Accounting Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Joseph R. Ianniello

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Finance and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Fredric G. Reynolds

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and Chief Financial Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Dan Mason

President and Chief Executive Officer

CBS Radio Inc.

1515 Broadway

New York, NY 10036

President and Chief Executive Officer

CBS Radio Inc.

1515 Broadway

New York, NY 10036

 

Anthony G. Ambrosio

Executive Vice President, Human Resources and Administration

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Human Resources and Administration

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Louis J. Briskman

Executive Vice President and Assistant Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and General Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

 

 

Page 21 of 38

 

SCHEDULE II

(Continued)

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Radio Media Corporation

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Martin D. Franks

Executive Vice President, Planning, Policy and Government Relations

 

 

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Planning, Policy and Government Relations

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Fredric G. Reynolds

Executive Vice President and Assistant Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and Chief Financial Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Joseph R. Ianniello

Senior Vice President and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Finance and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Anton W. Guitano

Executive Vice President of Finance and Operations and Chief Financial Officer

CBS Radio Inc.

1515 Broadway

New York, NY 10036

Executive Vice President of Finance and Operations and Chief Financial Officer

CBS Radio Inc.

1515 Broadway

New York, NY 10036

 

Angeline C. Straka

Senior Vice President and Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Deputy General Counsel and Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Susan C. Gordon

Senior Vice President and Controller

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Controller and Chief Accounting Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Richard M. Jones

Senior Vice President and General Tax Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President and General Tax Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

Page 22 of 38

 

SCHEDULE III

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Radio Inc.

DIRECTORS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Louis J. Briskman

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and General Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Susan C. Gordon

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Controller and Chief Accounting Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Joseph R. Ianniello

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Finance and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Fredric G. Reynolds

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and Chief Financial Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Dan Mason

President and Chief Executive Officer

CBS Radio Inc.

1515 Broadway

New York, NY 10036

President and Chief Executive Officer

CBS Radio Inc.

1515 Broadway

New York, NY 10036

 

Anthony G. Ambrosio

Executive Vice President, Human Resources and Administration

 

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Human Resources and Administration

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Louis J. Briskman

Executive Vice President and Assistant Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and General Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

 

Page 23 of 38

 

SCHEDULE III

(Continued)

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Radio Inc.

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Fredric G. Reynolds

Executive Vice President and Assistant Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and Chief Financial Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Joseph R. Ianniello

Senior Vice President and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Finance and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Anton W. Guitano

Executive Vice President of Finance and Operations and Chief Financial Officer

 

CBS Radio Inc.

1515 Broadway

New York, NY 10036

Executive Vice President of Finance and Operations and Chief Financial Officer

CBS Radio Inc.

1515 Broadway

New York, NY 10036

Martin D. Franks

Executive Vice President, Planning, Policy and Government Relations

 

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Planning, Policy & Government Relations

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Angeline C. Straka

Senior Vice President and Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Deputy General Counsel and Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Susan C. Gordon

Senior Vice President and Controller

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Controller and Chief Accounting Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Richard M. Jones

Senior Vice President and General Tax Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President and General Tax Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

Page 24 of 38

 

SCHEDULE IV

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Broadcasting Inc.

DIRECTORS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Louis J. Briskman

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and General Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Susan C. Gordon

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Controller and Chief Accounting Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Joseph R. Ianniello

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Finance and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Fredric G. Reynolds

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and Chief Financial Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Leslie Moonves

President and Chief Executive Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

President and Chief Executive Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Anthony G. Ambrosio

Executive Vice President, Human Resources and Administration

 

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Human Resources and Administration

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Louis J. Briskman

Executive Vice President and Assistant Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and General Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

Page 25 of 38

 

SCHEDULE IV

(Continued)

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Broadcasting Inc.

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

 

 

Martin D. Franks

Executive Vice President, Planning, Policy and Government Relations

 

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Planning, Policy and Government Relations

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

Harry Isaacs

Executive Vice President

CBS Broadcasting Inc.

7800 Beverly Boulevard

Los Angeles, CA 90036

Senior Vice President, Industrial Relations

CBS Broadcasting Inc.

51 West 52nd Street

New York, NY 10019

 

Fredric G. Reynolds

Executive Vice President

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and Chief Financial Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Jonathan H. Anschell

Executive Vice President, General Counsel and Assistant Secretary

 

CBS Broadcasting Inc.

7800 Beverly Boulevard

Los Angeles, CA 90036

Executive Vice President and General Counsel

CBS Broadcasting Inc.

51 West 52nd Street

New York, NY 10019

Sean McManus

Executive Vice President

CBS News and Sports

51 West 52nd Street

New York, NY 10019

President, CBS News and Sports

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Armando Nunez

Executive Vice President

CBS Paramount International Television

5555 Melrose Avenue

Los Angeles, CA 90038

President, CBS Paramount International Television

CBS Corporation

5555 Melrose Avenue

Los Angeles, CA 90038

 

Bruce C. Taub

Executive Vice President and Chief Financial Officer

CBS Television

51 West 52nd Street

New York, NY 10019

Executive Vice President Operations, CFO, CBS Television

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Nancy Tellem

Executive Vice President

CBS Paramount Network Television Entertainment Group

7800 Beverly Boulevard

Los Angeles, CA 90036

President

CBS Paramount Network Television Entertainment Group

7800 Beverley Boulevard

Los Angeles, CA 90036

 

 

Page 26 of 38

 

 

SCHEDULE IV

(Continued)

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Broadcasting Inc.

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Susan C. Gordon

Senior Vice President and Controller

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Controller and Chief Accounting Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Joseph R. Ianniello

Senior Vice President and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Finance and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Richard M. Jones

Senior Vice President and General Tax Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President and General Tax Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Angeline C. Straka

Senior Vice President and Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Deputy General Counsel and Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

 

Page 27 of 38

 

SCHEDULE V

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

Westinghouse CBS Holding Company, Inc.

DIRECTORS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Louis J. Briskman

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and General Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Susan C. Gordon

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Controller and Chief Accounting Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Joseph R. Ianniello

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Finance and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Fredric G. Reynolds

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and Chief Financial Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Leslie Moonves

Chairman

CBS Corporation

51 West 52nd Street

New York, NY 10019

President and Chief Executive Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Fredric G. Reynolds

President

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and Chief Financial Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Anthony G. Ambrosio

Executive Vice President, Human Resources and Administration

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Human Resources and Administration

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

 

Page 28 of 38

 

SCHEDULE V

(Continued)

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

Westinghouse CBS Holding Company, Inc.

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Louis J. Briskman

Executive Vice President and Assistant Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and General Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Jonathan H. Anschell

Executive Vice President, General Counsel and Assistant Secretary

 

CBS Broadcasting Inc.

7800 Beverly Boulevard

Los Angeles, CA 90036

Executive Vice President and General Counsel

CBS Broadcasting Inc.

51 West 52nd Street

New York, NY 10019

Susan C. Gordon

Senior Vice President

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Controller and Chief Accounting Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Joseph R. Ianniello

Senior Vice President and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Finance and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Richard M. Jones

Senior Vice President and General Tax Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President and General Tax Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Angeline C. Straka

Senior Vice President and Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Deputy General Counsel and Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

Page 29 of 38

 

SCHEDULE VI

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Corporation

DIRECTORS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Sumner M. Redstone

CBS Corporation

1515 Broadway

New York, NY 10036

Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc.

CBS Corporation

1515 Broadway

New York, NY 10036

 

David R. Andelman

Lourie and Cutler, P.C.

60 State Street

Boston, MA 02109

Attorney

Lourie and Cutler, P.C.

60 State Street

Boston, MA 02109

 

Joseph A. Califano Jr.

The National Center on Addiction and Substance Abuse at Columbia University

633 Third Avenue, 19th Floor

New York, NY 10017

 

Chairman and President

The National Center on Addiction and Substance Abuse at Columbia University

633 Third Avenue, 19th Floor

New York, NY 10017

 

William S. Cohen

The Cohen Group

500 Eighth Street, N.W.

Suite 200

Washington, D.C. 20004

Chairman and Chief Executive Officer

The Cohen Group

500 Eighth Street, N.W.

Suite 200

Washington, D.C. 20004

 

Gary L. Countryman

Liberty Mutual

175 Berkeley Street

Boston, MA 02116

Chairman Emeritus

Liberty Mutual

175 Berkeley Street

Boston, MA 02116

 

Charles K. Gifford

Bank of America

100 Federal Street

Boston, MA 02110

Chairman Emeritus

Bank of America

100 Federal Street

Boston, MA 02110

 

 

Page 30 of 38

 

SCHEDULE VI

(Continued)

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Corporation

DIRECTORS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Leonard Goldberg

Mandy Films

9201 Wilshire Boulevard, Suite 206

Beverly Hills, CA 90210

 

President

Mandy Films

9201 Wilshire Boulevard, Suite 206

Beverly Hills, CA 90210

 

Bruce S. Gordon

c/o CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Retired Verizon Executive; Former President and

Chief Executive Officer of National Association for the Advancement of Colored People

c/o CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Linda M. Griego

Griego Enterprises, Inc.

644 South Figueroa Street

Los Angeles, CA 90017

President and Chief Executive Officer

Griego Enterprises, Inc.

644 South Figueroa Street

Los Angeles, CA 90017

 

Arnold Kopelson

Kopelson Entertainment

1900 Avenue of the Stars, Suite 500

Los Angeles, CA 90067

Co-Chairman & President

Kopelson Entertainment

1900 Avenue of the Stars, Suite 500

Los Angeles, CA 90067

 

Doug Morris

Universal Music Group

1755 Broadway

7th Floor

New York, NY 10019

Chairman & CEO

1755 Broadway

7th Floor

New York, NY 10019

 

Leslie Moonves

CBS Corporation

51 West 52nd Street

New York, NY 10019

President and Chief Executive Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Shari E. Redstone

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

President of National Amusements, Inc. and Executive Vice President of NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

 

 

Page 31 of 38

 

SCHEDULE VI

(Continued)

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Corporation

DIRECTORS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Frederic V. Salerno

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Retired

Not Applicable

 

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Sumner M. Redstone

Executive Chairman of the Board

CBS Corporation

1515 Broadway

New York, NY 10036

Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc.

CBS Corporation

1515 Broadway

New York, NY 10036

 

Leslie Moonves

President and Chief Executive Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

President and Chief Executive Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Anthony G. Ambrosio

Executive Vice President, Human Resources and Administration

 

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Human Resources and Administration

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

Page 32 of 38

 

SCHEDULE VI

(Continued)

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Corporation

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Louis J. Briskman

Executive Vice President and General Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and General Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Martin D. Franks

Executive Vice President, Planning, Policy and Government Relations

 

 

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Planning, Policy and Government Relations

CBS Corporation

51 West 52nd Street

New York, NY 10019

Susan C. Gordon

Senior Vice President, Controller and Chief Accounting Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Controller and Chief Accounting Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Joseph R. Ianniello

Senior Vice President, Finance and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Finance and Treasurer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Richard M. Jones

Senior Vice President and General Tax Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President and General Tax Counsel

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

Fredric G. Reynolds

Executive Vice President and Chief Financial Officer

 

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President and Chief Financial Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

Gil Schwartz

Executive Vice President, Corporate Communications

 

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Chief Communications Officer

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

Page 33 of 38

 

SCHEDULE VI

(Continued)

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

CBS Corporation

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Martin M. Shea

Executive Vice President, Investor Relations

 

 

CBS Corporation

51 West 52nd Street

New York, NY 10019

Executive Vice President, Investor Relations

CBS Corporation

51 West 52nd Street

New York, NY 10019

Angeline C. Straka

Senior Vice President, Deputy General Counsel and Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

Senior Vice President, Deputy General Counsel and Secretary

CBS Corporation

51 West 52nd Street

New York, NY 10019

 

 

Page 34 of 38

 

SCHEDULE VII

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

NAIRI, Inc.

DIRECTORS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

George S. Abrams

Winer & Abrams

60 State Street

Boston, MA 02109

Attorney

Winer & Abrams

60 State Street

Boston, MA 02109

 

David R. Andelman

Lourie and Cutler, P.C.

60 State Street

Boston, MA 02109

Attorney

Lourie and Cutler, P.C.

60 State Street

Boston, MA 02109

 

Philippe P. Dauman

Viacom Inc.

1515 Broadway

New York, NY 10036

President and Chief Executive Officer

Viacom Inc.

1515 Broadway

New York, NY 10036

 

Shari E. Redstone

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

President of National Amusements, Inc. and Executive Vice President of NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

Sumner M. Redstone

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

 

 

Page 35 of 38

 

SCHEDULE VII

(Continued)

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

NAIRI, Inc.

 

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Sumner M. Redstone

Chairman and President

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

Shari E. Redstone

Executive Vice President

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

President of National Amusements, Inc. and Executive Vice President of NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

Jerome Magner

Vice President and Treasurer

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

Vice President and Treasurer of National Amusements, Inc. and NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

Richard Sherman

Vice President and Assistant Secretary

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

Vice President and Assistant Secretary of National Amusements, Inc. and NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

Tilly Berman

Secretary

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

Secretary

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

 

Page 36 of 38

 

SCHEDULE VIII

 

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

National Amusements, Inc.

DIRECTORS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

George S. Abrams

Winer & Abrams

60 State Street

Boston, MA 02109

Attorney

Winer & Abrams

60 State Street

Boston, MA 02109

 

David R. Andelman

Lourie and Cutler, P.C.

60 State Street

Boston, MA 02109

Attorney

Lourie and Cutler, P.C.

60 State Street

Boston, MA 02109

 

Philippe P. Dauman

Viacom Inc.

1515 Broadway

New York, NY 10036

President and Chief Executive Officer

Viacom Inc.

1515 Broadway

New York, NY 10036

 

Shari E. Redstone

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

President of National Amusements, Inc. and Executive Vice President of NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

Sumner M. Redstone

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

 

 

Page 37 of 38

 

SCHEDULE VIII

(Continued)

 

Name, business address and present principal occupation or

employment of the directors and executive officers of

 

National Amusements, Inc.

 

EXECUTIVE OFFICERS

 

Name

Business Address

Present Principal Occupation or Employment and
Name and Principal Address of Corporation in which Employment is Conducted

 

Sumner M. Redstone

Chairman and Chief Executive Officer

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

Executive Chairman of the Board of CBS Corporation, Chairman and Chief Executive Officer of National Amusements, Inc. and Chairman and President of NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

Shari E. Redstone

President

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

President of National Amusements, Inc. and Executive Vice President of NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

Jerome Magner

Vice President and Treasurer

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

Vice President and Treasurer of National Amusements, Inc. and NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

Richard Sherman

Vice President and Assistant Secretary

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

Vice President and Assistant Secretary of National Amusements, Inc. and NAIRI, Inc.

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

Tilly Berman

Secretary

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

Secretary

National Amusements, Inc.

200 Elm Street

Dedham, MA 02026

 

 

 

Page 38 of 38