content: ================================================================================
  
  
  
                                    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): May 19, 2005
  
                                 WESTWOOD ONE, INC.
               (Exact name of registrant as specified in its charter)
  
  
       Delaware                       0-13020                   95-3980449
  --------------------------------------------------------------------------------
  (State or other jurisdiction of (Commission File Number)      (IRS Employer
        incorporation)                                         Identification No.)
  
          40 West 57th Street, 5th Floor                              10019
                 New York, NY
  --------------------------------------------------------------------------------
     (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):
  
  [ ]    Written communications pursuant to Rule 425 under the Securities Act (17
         CFR 230.425)
  
  [ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)
  
  [ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))
  
  [ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))
  
  ================================================================================
  
  
  <PAGE>
  
  
  Section 1         Registrant's Business and Operations
  
  Item 1.01         Entry into a Material Definitive Agreement.
  
  OUTSIDE DIRECTOR COMPENSATION
  
           On May 19, 2005, the Board of Directors (the "Board") of Westwood One,
  Inc. ("Westwood One" or the "Company") modified the equity compensation provided
  to outside directors of the Company. Beginning on the date of the Company's 2005
  annual meeting of stockholders, which took place on May 19, 2005, outside
  directors automatically receive an annual grant of restricted stock units (RSUs)
  on the date of the Company's annual meeting of stockholders equal to $100,000 in
  value based on the closing price of the common stock of the Company on the New
  York Stock Exchange (the "NYSE") (or such other exchange on which the common
  stock may then be listed) on the date of the grant. RSUs awarded to outside
  directors vest over a three year period in equal one-third increments on the
  first, second and third anniversary of the date of the grant, subject to the
  director's continued service with the Company. RSUs vest upon the occurrence of
  a change in control (as defined in the Company's 2005 Equity Compensation Plan
  (the "2005 Plan")).
  
       Any newly appointed outside director will receive an initial grant of RSUs
  on the date such director is appointed to the Company's Board equal to $150,000
  in value based on the closing price of the common stock of the Company on the
  NYSE (or such other exchange on which the common stock may then be listed) on
  the date of the grant. The terms governing the grant of RSUs to newly appointed
  outside directors will be identical to the terms for grants of RSUs to
  then-current outside directors.
  
           RSUs grants to outside directors will be awarded under, and governed by
  the 2005 Plan. Outside directors are entitled to receive dividend equivalents on
  the RSUs (subject to the vesting restriction) in the event the Company pays a
  cash dividend on its common stock. RSUs are payable to outside directors in
  shares of common stock. With respect to RSUs granted after 2005, it is
  anticipated that an outside director may elect to defer settlement of the RSUs
  to a future date beyond the vesting date in accordance with the 2005 Plan and
  Section 409A of the Internal Revenue Code. Notwithstanding the foregoing,
  payment of the initial grant of vested RSUs provided to current outside
  directors on May 19, 2005 will be paid upon the earlier of a director's
  cessation of service or a change in control (as defined under the 2005 Plan)
  RSUs that are not vested as of the date of a director's cessation of service for
  any reason immediately terminate. The form of agreement for RSUs awarded to
  outside directors of the Company is attached hereto as an exhibit and its terms
  are incorporated herein by reference.
  
       The following outside directors elected not to receive the May 19, 2005
  initial grant of RSUs: Joel Hollander, Steven A. Lerman and Leslie Moonves.
  
       On May 19, 2005, the Board approved an increase in the Board meeting
  attendance fee received by outside directors from $3,750 per meeting attended to
  $5,000 per meeting attended.
  
       In addition, as noted below, the Board modified the Company 1999 Stock
  Incentive Plan ("1999 Plan") by deleting the provisions of the 1999 Plan that
  provide for a mandatory annual grant of 10,000 stock options to outside
  directors. This modification was contingent and effective upon the approval of
  the 2005 Plan by Company stockholders.
  
  APPROVAL AND AMENDMENT OF EQUITY COMPENSATION PLANS
  
           On May 19, 2005, the stockholders of the Company approved the 2005 Plan
  at the Company's annual meeting of stockholders. The following summary of the
  2005 Plan is qualified in its entirety by the terms of the 2005 Plan, a copy of
  which is attached hereto as an exhibit and incorporated herein by reference.
  
           A maximum of 9,200,000 shares of common stock of the Company is
  authorized for issuance of awards under the 2005 Plan. Under the 2005 Plan,
  employees, consultants, officers and outside directors of the Company and its
  affiliates are eligible to receive the following types of discretionary awards:
  stock options (incentive and non-qualified), stock appreciation rights,
  restricted stock, restricted stock units, performance-based awards and any other
  rights or interest relating to Company common stock (including deferred stock
  units and dividend equivalent rights).
  
           Effective upon the stockholder's approval of the 2005 Plan, which took
  place on May 19, 2005, the Board of Directors of the Company approved the
  following amendments to the 1999 Plan:
  
  
  <PAGE>
  
  
              o    No shares of Company common stock are available for awards
                   under the 1999 Plan other than shares that become available due
                   to the expiration, surrender, cancellation or termination of
                   unexercised awards; and
  
              o    Outside directors of the Company will no longer receive a
                   mandatory annual grant of 10,000 stock options under the 1999
                   Plan on the date of the Company annual meeting of stockholders
                   or upon an outside director's appointment to the Board.
  
           The Amendment to the 1999 Plan is attached hereto as an exhibit and its
  terms are incorporated herein by reference.
  
  MODIFICATION OF STOCK OPTION AWARDS
  
           On May 19, 2005 the Board approved a modification to awards (the
  "Awards") of stock options granted under the 1999 Plan on December 1, 2003 and
  December 1, 2004 to Norman J. Pattiz, the Company's Chairman of the Board. The
  Board approved the following modifications to the Awards:
  
              o    Each Award will be exercisable in equal one-third increments on
                   the first, second and third anniversary of the date of the
                   grant; and
  
              o    The Awards will vest upon retirement (as defined under the 2005
                   Plan) and vested Awards will remain exercisable for five years
                   thereafter, subject to the original term of the Awards.
  
           The form of notice for Mr. Pattiz regarding the modification of the
  Awards is attached hereto as an exhibit and incorporated herein by reference.
  
  
  Section 9        Financial Statements and Exhibits
  
  Item 9.01        Financial Statements and Exhibits.
  
  (a)        Not applicable.
  (b)        Not applicable.
  (c)        Exhibits.  The following is a list of exhibits filed as part of this
             Form 8-K:
  
  
  EXHIBIT NO.        DESCRIPTION OF DOCUMENT
  
  10.1               Form Agreement for Restricted Stock Units for Outside
                     Directors under the Westwood One, Inc. 2005 Equity
                     Compensation Plan
  
  10.2               Westwood One, Inc. 2005 Equity Compensation Plan
  
  10.3               Amendment to Westwood One, Inc. 1999 Stock Incentive Plan
  
  10.4               Notice to Norman J. Pattiz, dated May 25, 2005, regarding
                     Modification of Stock Option Awards Granted Under Westwood
                     One, Inc. 1999 Stock Incentive Plan
  
  
  <PAGE>
  
  
                                     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:  May 25, 2005                     By:  /s/ David Hillman
                                               ------------------------------
                                                 Name:  David Hillman
                                                 Title: Senior Vice President,
                                                        General Counsel and
                                                        Secretary
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  EXHIBIT NUMBER     DESCRIPTION OF EXHIBIT
  
  10.1               Form Agreement for Restricted Stock Units for Outside
                     Directors under the Westwood One, Inc. 2005 Equity
                     Compensation Plan
  
  10.2               Westwood One, Inc. 2005 Equity Compensation Plan
  
  10.3               Amendment to Westwood One, Inc. 1999 Stock Incentive Plan
  
  10.4               Notice to Norman J. Pattiz, dated May 25, 2005, regarding
                     Modification of Stock Option Awards Granted Under Westwood
                     One, Inc. 1999 Stock Incentive Plan
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e1924418v1.txt", "secsgml_size_bytes": 10665}]
metadata_filer: {"company-data": {"conformed-name": "WESTWOOD ONE INC /DE/", "cik": "0000771950", "assigned-sic": "7900", "irs-number": "953980449", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14691", "film-number": "05857456"}, "business-address": {"street1": "40 WEST 57TH STREET", "street2": "5TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2126412063"}, "mail-address": {"street1": "40 WEST 57TH STREET", "street2": "5TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": {"former-conformed-name": "WESTWOOD ONE DELAWARE INC /CA/", "date-changed": "19860408"}}
text: ================================================================================
  
                                    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): May 19, 2005
  
                                 WESTWOOD ONE, INC.
               (Exact name of registrant as specified in its charter)
  
       Delaware                       0-13020                   95-3980449
  --------------------------------------------------------------------------------
  (State or other jurisdiction of (Commission File Number)      (IRS Employer
        incorporation)                                         Identification No.)
  
          40 West 57th Street, 5th Floor                              10019
                 New York, NY
  --------------------------------------------------------------------------------
     (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):
  
  [ ]    Written communications pursuant to Rule 425 under the Securities Act (17
         CFR 230.425)
  
  [ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)
  
  [ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))
  
  [ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))
  
  ================================================================================
  Section 1         Registrant's Business and Operations
  
  Item 1.01         Entry into a Material Definitive Agreement.
  
  OUTSIDE DIRECTOR COMPENSATION
  
           On May 19, 2005, the Board of Directors (the "Board") of Westwood One,
  Inc. ("Westwood One" or the "Company") modified the equity compensation provided
  to outside directors of the Company. Beginning on the date of the Company's 2005
  annual meeting of stockholders, which took place on May 19, 2005, outside
  directors automatically receive an annual grant of restricted stock units (RSUs)
  on the date of the Company's annual meeting of stockholders equal to $100,000 in
  value based on the closing price of the common stock of the Company on the New
  York Stock Exchange (the "NYSE") (or such other exchange on which the common
  stock may then be listed) on the date of the grant. RSUs awarded to outside
  directors vest over a three year period in equal one-third increments on the
  first, second and third anniversary of the date of the grant, subject to the
  director's continued service with the Company. RSUs vest upon the occurrence of
  a change in control (as defined in the Company's 2005 Equity Compensation Plan
  (the "2005 Plan")).
  
       Any newly appointed outside director will receive an initial grant of RSUs
  on the date such director is appointed to the Company's Board equal to $150,000
  in value based on the closing price of the common stock of the Company on the
  NYSE (or such other exchange on which the common stock may then be listed) on
  the date of the grant. The terms governing the grant of RSUs to newly appointed
  outside directors will be identical to the terms for grants of RSUs to
  then-current outside directors.
  
           RSUs grants to outside directors will be awarded under, and governed by
  the 2005 Plan. Outside directors are entitled to receive dividend equivalents on
  the RSUs (subject to the vesting restriction) in the event the Company pays a
  cash dividend on its common stock. RSUs are payable to outside directors in
  shares of common stock. With respect to RSUs granted after 2005, it is
  anticipated that an outside director may elect to defer settlement of the RSUs
  to a future date beyond the vesting date in accordance with the 2005 Plan and
  Section 409A of the Internal Revenue Code. Notwithstanding the foregoing,
  payment of the initial grant of vested RSUs provided to current outside
  directors on May 19, 2005 will be paid upon the earlier of a director's
  cessation of service or a change in control (as defined under the 2005 Plan)
  RSUs that are not vested as of the date of a director's cessation of service for
  any reason immediately terminate. The form of agreement for RSUs awarded to
  outside directors of the Company is attached hereto as an exhibit and its terms
  are incorporated herein by reference.
  
       The following outside directors elected not to receive the May 19, 2005
  initial grant of RSUs: Joel Hollander, Steven A. Lerman and Leslie Moonves.
  
       On May 19, 2005, the Board approved an increase in the Board meeting
  attendance fee received by outside directors from $3,750 per meeting attended to
  $5,000 per meeting attended.
  
       In addition, as noted below, the Board modified the Company 1999 Stock
  Incentive Plan ("1999 Plan") by deleting the provisions of the 1999 Plan that
  provide for a mandatory annual grant of 10,000 stock options to outside
  directors. This modification was contingent and effective upon the approval of
  the 2005 Plan by Company stockholders.
  
  APPROVAL AND AMENDMENT OF EQUITY COMPENSATION PLANS
  
           On May 19, 2005, the stockholders of the Company approved the 2005 Plan
  at the Company's annual meeting of stockholders. The following summary of the
  2005 Plan is qualified in its entirety by the terms of the 2005 Plan, a copy of
  which is attached hereto as an exhibit and incorporated herein by reference.
  
           A maximum of 9,200,000 shares of common stock of the Company is
  authorized for issuance of awards under the 2005 Plan. Under the 2005 Plan,
  employees, consultants, officers and outside directors of the Company and its
  affiliates are eligible to receive the following types of discretionary awards:
  stock options (incentive and non-qualified), stock appreciation rights,
  restricted stock, restricted stock units, performance-based awards and any other
  rights or interest relating to Company common stock (including deferred stock
  units and dividend equivalent rights).
  
           Effective upon the stockholder's approval of the 2005 Plan, which took
  place on May 19, 2005, the Board of Directors of the Company approved the
  following amendments to the 1999 Plan:
  o    No shares of Company common stock are available for awards
                   under the 1999 Plan other than shares that become available due
                   to the expiration, surrender, cancellation or termination of
                   unexercised awards; and
  
              o    Outside directors of the Company will no longer receive a
                   mandatory annual grant of 10,000 stock options under the 1999
                   Plan on the date of the Company annual meeting of stockholders
                   or upon an outside director's appointment to the Board.
  
           The Amendment to the 1999 Plan is attached hereto as an exhibit and its
  terms are incorporated herein by reference.
  
  MODIFICATION OF STOCK OPTION AWARDS
  
           On May 19, 2005 the Board approved a modification to awards (the
  "Awards") of stock options granted under the 1999 Plan on December 1, 2003 and
  December 1, 2004 to Norman J. Pattiz, the Company's Chairman of the Board. The
  Board approved the following modifications to the Awards:
  
              o    Each Award will be exercisable in equal one-third increments on
                   the first, second and third anniversary of the date of the
                   grant; and
  
              o    The Awards will vest upon retirement (as defined under the 2005
                   Plan) and vested Awards will remain exercisable for five years
                   thereafter, subject to the original term of the Awards.
  
           The form of notice for Mr. Pattiz regarding the modification of the
  Awards is attached hereto as an exhibit and incorporated herein by reference.
  
  Section 9        Financial Statements and Exhibits
  
  Item 9.01        Financial Statements and Exhibits.
  
  (a)        Not applicable.
  (b)        Not applicable.
  (c)        Exhibits.  The following is a list of exhibits filed as part of this
             Form 8-K:
  
  EXHIBIT NO.        DESCRIPTION OF DOCUMENT
  
  10.1               Form Agreement for Restricted Stock Units for Outside
                     Directors under the Westwood One, Inc. 2005 Equity
                     Compensation Plan
  
  10.2               Westwood One, Inc. 2005 Equity Compensation Plan
  
  10.3               Amendment to Westwood One, Inc. 1999 Stock Incentive Plan
  
  10.4               Notice to Norman J. Pattiz, dated May 25, 2005, regarding
                     Modification of Stock Option Awards Granted Under Westwood
                     One, Inc. 1999 Stock Incentive Plan
  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:  May 25, 2005                     By:  /s/ David Hillman
                                               ------------------------------
                                                 Name:  David Hillman
                                                 Title: Senior Vice President,
                                                        General Counsel and
                                                        Secretary
  EXHIBIT INDEX
  
  EXHIBIT NUMBER     DESCRIPTION OF EXHIBIT
  
  10.1               Form Agreement for Restricted Stock Units for Outside
                     Directors under the Westwood One, Inc. 2005 Equity
                     Compensation Plan
  
  10.2               Westwood One, Inc. 2005 Equity Compensation Plan
  
  10.3               Amendment to Westwood One, Inc. 1999 Stock Incentive Plan
  
  10.4               Notice to Norman J. Pattiz, dated May 25, 2005, regarding
                     Modification of Stock Option Awards Granted Under Westwood
                     One, Inc. 1999 Stock Incentive Plan