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) December 3, 2002
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-13020 95-3980449
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(State or other (Commission (IRS Employer
jurisdiction of incorporation File Number) Identification No.)
40 W 57th Street 5th Floor, New York, New York 10019
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (212) 641-2000
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
The Registrant has sold $50 million of 4.64% Senior Guaranteed Notes due
November 30, 2009 and $150 million of 5.26% Senior Guaranteed Notes due November
30, 2012 (collectively the "Notes"). The Notes, which are unsecured, are
guaranteed by the Registrant's operating subsidiaries. Proceeds from the sale of
Notes were used to repay the Company's bank term loan in its entirety and the
remaining balance to repay outstanding variable rate borrowings under the
Company's revolving credit facility.
A copy of the press release announcing the completion of the sale of the Notes
is included as Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) not applicable
(b) not applicable
(c) Exhibits.
4.1 Note Purchase Agreement Dated as of December 3, 2002, between Registrant
and Purchasers
99.1 Press Release of Westwood One, Inc. announcing sale of $200 million of the
Notes.
SIGNATURES
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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.
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(Registrant)
/S/ Jacques Tortoroli
Date: December 3, 2002 ----------------------------
---------------- Jacques Tortoroli
Chief Financial Officer
EXHIBIT INDEX
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Exhibit No. Exhibit
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4.1 Note Purchase Agreement Dated as of December 3, 2002,
between Registrant and Purchasers
99.1 Press Release of Westwood One, Inc. announcing sale of
$200 million of the Notes