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<TITLE>Form 8-K</TITLE>
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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): February 27, 2009</B>

<P style="font-size: 24pt" align="center"><B>WESTWOOD ONE, INC.<BR>
</B><FONT
style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>
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  <TD width="32%">&nbsp;</TD>
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  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>001-14691</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>95-3980449</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
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  <TD style="border-bottom: #000000 1px solid"><B>40 West 57th Street, 5th
Floor<BR>
New York, NY<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>10019</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
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<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(212) 641-2000</B>
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 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">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:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>



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<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;8.01 </B><U><B>Other Events</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">On March&nbsp;3, 2009, Westwood One, Inc. (the &#147;<U>Company</U>&#148;) announced that it had agreed in
principle to a non-binding term sheet (the &#147;<U>Debt Term Sheet</U>&#148;) with holders of its Existing
Notes (as defined below) and lenders under its Existing Credit Agreement (as defined below)
(collectively, the &#147;<U>Debt Holders</U>&#148;), which outlines the principal terms of a restructuring
of all of the Company&#146;s outstanding long-term indebtedness (approximately $241&nbsp;million in principal
amount) (the &#147;<U>Debt Restructuring</U>&#148;). Completion of the Debt Restructuring would be
conditioned upon, among other things, receipt of internal approvals by the Debt Holders, completion
of due diligence by the Debt Holders, negotiation and execution of definitive documentation, an
investment of $25&nbsp;million in equity by funds managed by The Gores Group, LLC (&#147;<U>Gores</U>&#148;) and
an infusion of $35&nbsp;million in new financing (in the form of a New Revolver and New Term Loan as
described below) which would be guaranteed by Gores. The Company also announced that,
simultaneously with the agreement in principle with the Debt Holders, it agreed in principle to a
non-binding term sheet (the &#147;<U>Equity Term Sheet</U>&#148;) with Gores, which, subject to the
negotiation and execution of definitive documentation, is intended to form the basis of an equity
restructuring of the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">The Debt Term Sheet generally provides as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Debt Term Sheet contemplates that the Debt Holders would exchange all of their existing
indebtedness in the Company for: (1) $117.5&nbsp;million aggregate principal amount of new senior
secured notes (the &#147;<U>New Senior Notes</U>&#148;), maturing July&nbsp;15, 2012; (2)&nbsp;25% of the Company&#146;s
common stock (the &#147;<U>Common Stock</U>&#148;) and (3)&nbsp;a one-time cash payment of $25.0&nbsp;million. The
New Senior Notes would bear interest at 15% per annum payable 10% in cash and 5% in-kind (which
would be added to principal quarterly in order to accrue interest but would not be payable until
maturity). The New Senior Notes would be prepayable, at any time, in whole or in part without
premium or penalty and would contain certain representations and warranties, covenants and events
of default. In addition, the Company would be subject to certain financial covenants, including
limitations on capital expenditures and a maximum senior secured leverage test. The New Senior
Notes would be guaranteed by the Company&#146;s domestic subsidiaries (the &#147;<U>Guarantors</U>&#148;) and
would be secured by a first priority lien in substantially all of the assets of the Company and the
Guarantors. Gores would agree to purchase the debt held by those Debt Holders who do not wish to
participate in the New Senior Notes at a discount and any debt purchased by Gores would be
exchanged along with the other Debt Holder debt for the same consideration of New Senior Notes,
Common Stock and cash, as described above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Additionally, after the closing, as long as the Debt Holders hold a minimum of 15% of the
Company&#146;s Common Stock, the holders of a majority of the Common Stock held by the Debt Holders
would be entitled to nominate one member of the Company&#146;s Board of Directors. As long as such
nominee is reasonably acceptable to Gores, Gores would vote its Common Stock in favor of the
election of such nominee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Company is currently in negotiations with a third-party lender (though no firm commitment
has been obtained) for: (1)&nbsp;a new $15.0&nbsp;million revolving credit facility on a senior unsecured
basis (the &#147;<U>New Revolver</U>&#148;) and (2)&nbsp;a new $20.0&nbsp;million unsecured term loan (the &#147;<U>New
Term Loan</U>&#148;) subordinated to the New Senior Notes and the New Revolver. Each of the New
Revolver and the New Term Loan would mature no earlier than July&nbsp;15, 2012 and would be guaranteed by Gores.
Borrowings under the New Revolver and the New Term Loan are expected to bear interest at the London
Interbank Offered Rate (&#147;<U>LIBOR</U>&#148;) plus a margin of 4.5%.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">The Equity Term Sheet generally provides as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>Terms of New Convertible Preferred Stock</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Equity Term Sheet contemplates that Gores would purchase $25.0&nbsp;million in shares of 8%
convertible preferred stock (the &#147;<U>New Convertible Preferred Stock</U>&#148;). If issued, the New
Convertible Preferred Stock would have such terms as summarized in the Equity Term Sheet and would be set forth in a
certificate of designations that would be filed with the Secretary of State of the State of
Delaware. The New Convertible Preferred Stock would (1)&nbsp;have a $25.0&nbsp;million initial liquidation
preference, (2)&nbsp;entitle holders thereof to receive dividends at a rate of 8% per annum, and (3)
rank <I>pari passu </I>with the Company&#146;s 7.50% Series&nbsp;A Convertible Preferred Stock (the &#147;<U>Series&nbsp;A
Convertible Preferred Stock</U>&#148;), which is currently held by Gores. Gores&#146; New Convertible
Preferred Stock, together with its Series&nbsp;A Convertible Preferred Stock, would initially be
convertible into 72.5% of the Common Stock. Subject to certain limitations, Gores&#146; New Convertible
Preferred Stock would participate with the Common Stock on an as-converted basis with respect to
voting, in all dividends and distributions, and upon liquidation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>Reconstitution of the Company&#146;s Board of Directors</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">If the Company enters into a definitive agreement to issue and sell to Gores the New
Convertible Preferred Stock, upon the closing of the New Convertible Preferred Stock investment,
the Board of Directors (the &#147;<U>Board</U>&#148;) of the Company would be reconstituted such that Gores
will take control of the Board.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>&#147;No Shop"/Market Check Period</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">As described in more detail in the Equity Term Sheet, for a period of 35&nbsp;days following the
execution of definitive documentation (the &#147;<U>Market Check Period</U>&#148;), the Company would be
subject to a 35-day &#147;no shop"/market check period. During this Market Check Period, the Company
may, subject to a &#147;no-shop provision&#148; in the Equity Term Sheet, enter into a definitive agreement
with a party other than Gores providing for the acquisition of (1)&nbsp;100% of all classes of the
Company&#146;s equity securities or (2)&nbsp;100% of the Company&#146;s assets. Any such alternative proposal
would have to be determined by the Board (excluding those members of the Board designated by Gores)
to be more favorable to the holders of the Common Stock than the transactions contemplated by the
definitive documentation to be executed by Gores and the Company and would have to include a
Superior Alternative Proposal Payment (as defined in the Equity Term Sheet) to Gores. If the
Company receives a Superior Alternative Proposal (as defined in the Equity Term Sheet) and the
Board (excluding those members of the Board designated by Gores) would be prepared to recommend
such Superior Alternative Proposal, Gores would have the right to make an offer that matches or
exceeds such Superior Alternative Proposal.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>Standstill</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">As part of the Purchase Agreement relating to Gores&#146; prior equity investment in the Company,
dated February&nbsp;25, 2008 (the &#147;<U>Original Purchase Agreement</U>&#148;), between the Company and Gores,
until June&nbsp;20, 2013 and for so long as Gores owns at least 15% of the voting power of the Company,
Gores is subject to a standstill provision, that among other things, prohibits Gores from acquiring
voting securities of the Company from anyone other than the Company in excess of 35% of the
outstanding voting securities unless Gores agrees to vote the shares that increase Gores&#146;
beneficial ownership to more than 35% in the same proportion as the non-Gores holders. The
existing standstill provision would automatically terminate on the last day of the Market Check
Period unless the Company has entered into, and has not terminated, a definitive agreement in
connection with a Superior Alternative Proposal.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>Charter Amendments; Increase in Authorized Shares; Reverse Stock Split</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Equity Term Sheet also contemplates that, following the purchase of the New Convertible
Preferred Stock by Gores and Gores acquiring control of the Company, the Company would use its reasonable best efforts to obtain shareholder
approval of (1)&nbsp;a charter amendment that would increase the number of authorized shares of Common
Stock (so as to permit the full conversion of all of the then outstanding New Convertible Preferred
Stock and Series&nbsp;A Convertible Preferred Stock into Common Stock) and (2)&nbsp;a reverse stock split
that would reduce the number of issued and outstanding shares of Common Stock to a number of shares to be determined by the Company and
Gores (together, the &#147;<U>Charter Amendments</U>&#148;).
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Upon successful completion of the Charter Amendments, Gores would convert their then existing
New Convertible Preferred Stock and Series&nbsp;A Convertible Preferred Stock for shares of Common Stock
and the Debt Holders would convert their then existing preferred stock for shares of Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The description of the Debt Term Sheet contained in this Item&nbsp;8.01 is a summary of the
material terms contained therein as contemplated as of the date on which it was agreed upon in
principle and does not purport to be complete. The description of the Equity Term Sheet contained
in this Item&nbsp;8.01 is a summary of the material terms contained therein as contemplated as of the
date on which it was agreed upon in principle and does not purport to be complete, and is qualified
in its entirety by reference to the copy of the Equity Term Sheet attached as Exhibit&nbsp;99.1 hereto
and incorporated herein by reference.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>Closing Conditions</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The various transactions contemplated by the Equity Term Sheet are contemplated to occur
concurrently with the transactions contemplated by the Debt Term Sheet, and, after negotiation and
execution of definitive documentation, would be subject to certain closing conditions, including,
among other things, obtaining antitrust regulatory approvals and consummating the Debt
Restructuring.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Each of the Debt Term Sheet and the Equity Term Sheet represents the result of discussions
regarding a possible restructuring among the Company, the Debt Holders, the new institutional
lender and Gores. No assurance can be given that any of the Company, the Debt Holders, the new
institutional lender and Gores will negotiate and execute definitive documentation, that the
definitive documentation will reflect the terms contained in the Debt Term Sheet and the Equity
Term Sheet and/or that any of the contemplated transactions will occur at all.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>Current Relationship between the Company and the Debt Holders</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The lenders are currently party to the Credit Agreement, dated as of March&nbsp;3, 2004 (as
amended, the &#147;<U>Existing Credit Agreement</U>&#148;), among the Company and the lenders party thereto,
in their respective capacities as lenders, and agents or other representatives. The noteholders
are collectively the holders of the Company&#146;s outstanding 4.64% Series&nbsp;A Senior Guaranteed Notes
due November&nbsp;30, 2009 and 5.26% Series&nbsp;B Senior Guaranteed Notes due November&nbsp;30, 2012
(collectively, the &#147;<U>Existing Notes</U>&#148;), both of which were issued under the Note Purchase
Agreement, dated as of December&nbsp;3, 2002, as amended among the Company and the holders of the notes
issued thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>Current Relationship between the Company and Gores</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Gores currently owns shares of Common Stock and Series&nbsp;A Convertible Preferred Stock and
certain warrants to purchase shares of Common Stock, each of which Gores purchased from the Company
pursuant to the Original Purchase Agreement. The terms of the Original Purchase Agreement and the
transactions contemplated therein, including the terms of the Series&nbsp;A Convertible Preferred Stock
and the warrants, were more fully described in a definitive proxy statement filed with the SEC on
May&nbsp;14, 2008 and in a Form 8-K filed with the SEC on February&nbsp;27, 2008.
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>Press Release</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">On March&nbsp;3, 2009, the Company issued a press release regarding the matters described above. A
copy of the press release is attached as Exhibit&nbsp;99.2 to this Current Report on Form 8-K.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>Existing Debt Agreements</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">As previously disclosed in the Company&#146;s public filings, the Company noted, among other
things, that, absent a refinancing of its debt or significant equity offering, it would not have
the funds necessary to pay its outstanding indebtedness under the Existing Credit Agreement upon
maturity, which totals approximately $41&nbsp;million. On February&nbsp;27, 2009, such outstanding
indebtedness matured and became due and payable in its entirety. The Company has not paid such
amount, which constitutes an event of default under the Existing Credit Agreement. In addition,
the Company failed to pay its most recent semi-annual interest payment due in respect of the
Existing Notes, which constitutes an event of default under the Existing Notes. The Debt Holders,
however, have agreed in principle to the terms of the Debt Term Sheet described above and to date,
such Debt Holders have not sought to exercise remedies that may be available to them under
applicable law or their respective existing debt agreements. The
parties are currently working towards execution of definitive
documentation to reflect the terms described above, however, there can be no assurance
that the parties will consummate the transactions contemplated by the Debt Term Sheet or that the
Debt Holders will not seek to exercise remedies that may be available to them prior to any such
consummation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>Withdrawal of NYSE Appeal</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">On February&nbsp;27, 2009, the Company withdrew its appeal of the decision by the New York Stock
Exchange (the &#147;<U>NYSE</U>&#148;) to suspend and delist the Common Stock from the NYSE and its request
for a review of such decision by the NYSE Regulation&nbsp;Inc. Board of Directors&#146; Committee for Review.
The Company anticipates that it will be delisted shortly from the
NYSE.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">CAUTIONARY STATEMENT: Certain statements made in this report contain &#147;forward-looking
statements&#148; within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by such forward-looking
statements. The words or phrases &#147;guidance,&#148; &#147;expect,&#148; &#147;anticipate,&#148; &#147;estimates&#148; and &#147;forecast&#148;
and similar words or expressions are intended to identify such forward-looking statements. In
addition any statements that refer to expectations or other characterizations of future events or
circumstances are forward-looking statements. Various risks that could cause future results to
differ from those expressed by the forward-looking statements included in this release include, but
are not limited to: our ability to negotiate and execute definitive documentation of the
transactions contemplated by the Debt Term Sheet with the Debt Holders; our ability to continue as
a going concern; our ability to negotiate and execute definitive documentation of the transactions
contemplated by the Equity Term Sheet with Gores; and obtaining requisite Board, shareholder and
antitrust regulatory approvals for the transactions contemplated by the Equity Term Sheet. Other
key risks are described in the Company&#146;s reports filed with the SEC, including the Company&#146;s most
recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. The Company undertakes no
obligation to publicly revise these forward-looking statements to reflect events or circumstances
that arise after the date of this report.
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;9.01 </B><U><B>Financial Statements And Exhibits</B></U>
</DIV>


<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The following is a list of the exhibits filed as a part of this Current Report on Form 8-K:</TD>
</TR>

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</DIV>
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</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Exhibit No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Description of Exhibit</TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Equity Term Sheet</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release, dated March&nbsp;3, 2009, of Westwood One, Inc.</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


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<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Date: March&nbsp;5, 2009
</DIV>


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<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>WESTWOOD ONE, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ David Hillman
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">David Hillman&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Chief Administrative Officer;<br>EVP, Business Affairs;<br>General Counsel and Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

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<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><U>EXHIBIT INDEX</U>
</DIV>

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    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Exhibit No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Description of Exhibit</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Equity Term Sheet</TD>
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<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release, dated March&nbsp;3, 2009, of Westwood One, Inc.</TD>
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{"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": "09658665"}, "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"}}
Form 8-K
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): February 27, 2009
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-14691
95-3980449
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
40 West 57th Street, 5th
Floor
New York, NY
10019
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(212) 641-2000
(Former name or former address if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01
Other Events
On March 3, 2009, Westwood One, Inc. (the "
Company
") announced that it had agreed in
principle to a non-binding term sheet (the "
Debt Term Sheet
") with holders of its Existing
Notes (as defined below) and lenders under its Existing Credit Agreement (as defined below)
(collectively, the "
Debt Holders
"), which outlines the principal terms of a restructuring
of all of the Company's outstanding long-term indebtedness (approximately $241 million in principal
amount) (the "
Debt Restructuring
"). Completion of the Debt Restructuring would be
conditioned upon, among other things, receipt of internal approvals by the Debt Holders, completion
of due diligence by the Debt Holders, negotiation and execution of definitive documentation, an
investment of $25 million in equity by funds managed by The Gores Group, LLC ("
Gores
") and
an infusion of $35 million in new financing (in the form of a New Revolver and New Term Loan as
described below) which would be guaranteed by Gores. The Company also announced that,
simultaneously with the agreement in principle with the Debt Holders, it agreed in principle to a
non-binding term sheet (the "
Equity Term Sheet
") with Gores, which, subject to the
negotiation and execution of definitive documentation, is intended to form the basis of an equity
restructuring of the Company.
The Debt Term Sheet generally provides as follows:
The Debt Term Sheet contemplates that the Debt Holders would exchange all of their existing
indebtedness in the Company for: (1) $117.5 million aggregate principal amount of new senior
secured notes (the "
New Senior Notes
"), maturing July 15, 2012; (2) 25% of the Company's
common stock (the "
Common Stock
") and (3) a one-time cash payment of $25.0 million. The
New Senior Notes would bear interest at 15% per annum payable 10% in cash and 5% in-kind (which
would be added to principal quarterly in order to accrue interest but would not be payable until
maturity). The New Senior Notes would be prepayable, at any time, in whole or in part without
premium or penalty and would contain certain representations and warranties, covenants and events
of default. In addition, the Company would be subject to certain financial covenants, including
limitations on capital expenditures and a maximum senior secured leverage test. The New Senior
Notes would be guaranteed by the Company's domestic subsidiaries (the "
Guarantors
") and
would be secured by a first priority lien in substantially all of the assets of the Company and the
Guarantors. Gores would agree to purchase the debt held by those Debt Holders who do not wish to
participate in the New Senior Notes at a discount and any debt purchased by Gores would be
exchanged along with the other Debt Holder debt for the same consideration of New Senior Notes,
Common Stock and cash, as described above.
Additionally, after the closing, as long as the Debt Holders hold a minimum of 15% of the
Company's Common Stock, the holders of a majority of the Common Stock held by the Debt Holders
would be entitled to nominate one member of the Company's Board of Directors. As long as such
nominee is reasonably acceptable to Gores, Gores would vote its Common Stock in favor of the
election of such nominee.
The Company is currently in negotiations with a third-party lender (though no firm commitment
has been obtained) for: (1) a new $15.0 million revolving credit facility on a senior unsecured
basis (the "
New Revolver
") and (2) a new $20.0 million unsecured term loan (the "
New
Term Loan
") subordinated to the New Senior Notes and the New Revolver. Each of the New
Revolver and the New Term Loan would mature no earlier than July 15, 2012 and would be guaranteed by Gores.
Borrowings under the New Revolver and the New Term Loan are expected to bear interest at the London
Interbank Offered Rate ("
LIBOR
") plus a margin of 4.5%.
The Equity Term Sheet generally provides as follows:
Terms of New Convertible Preferred Stock
The Equity Term Sheet contemplates that Gores would purchase $25.0 million in shares of 8%
convertible preferred stock (the "
New Convertible Preferred Stock
"). If issued, the New
Convertible Preferred Stock would have such terms as summarized in the Equity Term Sheet and would be set forth in a
certificate of designations that would be filed with the Secretary of State of the State of
Delaware. The New Convertible Preferred Stock would (1) have a $25.0 million initial liquidation
preference, (2) entitle holders thereof to receive dividends at a rate of 8% per annum, and (3)
rank
pari passu
with the Company's 7.50% Series A Convertible Preferred Stock (the "
Series A
Convertible Preferred Stock
"), which is currently held by Gores. Gores' New Convertible
Preferred Stock, together with its Series A Convertible Preferred Stock, would initially be
convertible into 72.5% of the Common Stock. Subject to certain limitations, Gores' New Convertible
Preferred Stock would participate with the Common Stock on an as-converted basis with respect to
voting, in all dividends and distributions, and upon liquidation.
Reconstitution of the Company's Board of Directors
If the Company enters into a definitive agreement to issue and sell to Gores the New
Convertible Preferred Stock, upon the closing of the New Convertible Preferred Stock investment,
the Board of Directors (the "
Board
") of the Company would be reconstituted such that Gores
will take control of the Board.
"No Shop"/Market Check Period
As described in more detail in the Equity Term Sheet, for a period of 35 days following the
execution of definitive documentation (the "
Market Check Period
"), the Company would be
subject to a 35-day "no shop"/market check period. During this Market Check Period, the Company
may, subject to a "no-shop provision" in the Equity Term Sheet, enter into a definitive agreement
with a party other than Gores providing for the acquisition of (1) 100% of all classes of the
Company's equity securities or (2) 100% of the Company's assets. Any such alternative proposal
would have to be determined by the Board (excluding those members of the Board designated by Gores)
to be more favorable to the holders of the Common Stock than the transactions contemplated by the
definitive documentation to be executed by Gores and the Company and would have to include a
Superior Alternative Proposal Payment (as defined in the Equity Term Sheet) to Gores. If the
Company receives a Superior Alternative Proposal (as defined in the Equity Term Sheet) and the
Board (excluding those members of the Board designated by Gores) would be prepared to recommend
such Superior Alternative Proposal, Gores would have the right to make an offer that matches or
exceeds such Superior Alternative Proposal.
Standstill
As part of the Purchase Agreement relating to Gores' prior equity investment in the Company,
dated February 25, 2008 (the "
Original Purchase Agreement
"), between the Company and Gores,
until June 20, 2013 and for so long as Gores owns at least 15% of the voting power of the Company,
Gores is subject to a standstill provision, that among other things, prohibits Gores from acquiring
voting securities of the Company from anyone other than the Company in excess of 35% of the
outstanding voting securities unless Gores agrees to vote the shares that increase Gores'
beneficial ownership to more than 35% in the same proportion as the non-Gores holders. The
existing standstill provision would automatically terminate on the last day of the Market Check
Period unless the Company has entered into, and has not terminated, a definitive agreement in
connection with a Superior Alternative Proposal.
Charter Amendments; Increase in Authorized Shares; Reverse Stock Split
The Equity Term Sheet also contemplates that, following the purchase of the New Convertible
Preferred Stock by Gores and Gores acquiring control of the Company, the Company would use its reasonable best efforts to obtain shareholder
approval of (1) a charter amendment that would increase the number of authorized shares of Common
Stock (so as to permit the full conversion of all of the then outstanding New Convertible Preferred
Stock and Series A Convertible Preferred Stock into Common Stock) and (2) a reverse stock split
that would reduce the number of issued and outstanding shares of Common Stock to a number of shares to be determined by the Company and
Gores (together, the "
Charter Amendments
").
Upon successful completion of the Charter Amendments, Gores would convert their then existing
New Convertible Preferred Stock and Series A Convertible Preferred Stock for shares of Common Stock
and the Debt Holders would convert their then existing preferred stock for shares of Common Stock.
The description of the Debt Term Sheet contained in this Item 8.01 is a summary of the
material terms contained therein as contemplated as of the date on which it was agreed upon in
principle and does not purport to be complete. The description of the Equity Term Sheet contained
in this Item 8.01 is a summary of the material terms contained therein as contemplated as of the
date on which it was agreed upon in principle and does not purport to be complete, and is qualified
in its entirety by reference to the copy of the Equity Term Sheet attached as Exhibit 99.1 hereto
and incorporated herein by reference.
Closing Conditions
The various transactions contemplated by the Equity Term Sheet are contemplated to occur
concurrently with the transactions contemplated by the Debt Term Sheet, and, after negotiation and
execution of definitive documentation, would be subject to certain closing conditions, including,
among other things, obtaining antitrust regulatory approvals and consummating the Debt
Restructuring.
Each of the Debt Term Sheet and the Equity Term Sheet represents the result of discussions
regarding a possible restructuring among the Company, the Debt Holders, the new institutional
lender and Gores. No assurance can be given that any of the Company, the Debt Holders, the new
institutional lender and Gores will negotiate and execute definitive documentation, that the
definitive documentation will reflect the terms contained in the Debt Term Sheet and the Equity
Term Sheet and/or that any of the contemplated transactions will occur at all.
Current Relationship between the Company and the Debt Holders
The lenders are currently party to the Credit Agreement, dated as of March 3, 2004 (as
amended, the "
Existing Credit Agreement
"), among the Company and the lenders party thereto,
in their respective capacities as lenders, and agents or other representatives. The noteholders
are collectively the holders of the Company's outstanding 4.64% Series A Senior Guaranteed Notes
due November 30, 2009 and 5.26% Series B Senior Guaranteed Notes due November 30, 2012
(collectively, the "
Existing Notes
"), both of which were issued under the Note Purchase
Agreement, dated as of December 3, 2002, as amended among the Company and the holders of the notes
issued thereunder.
Current Relationship between the Company and Gores
Gores currently owns shares of Common Stock and Series A Convertible Preferred Stock and
certain warrants to purchase shares of Common Stock, each of which Gores purchased from the Company
pursuant to the Original Purchase Agreement. The terms of the Original Purchase Agreement and the
transactions contemplated therein, including the terms of the Series A Convertible Preferred Stock
and the warrants, were more fully described in a definitive proxy statement filed with the SEC on
May 14, 2008 and in a Form 8-K filed with the SEC on February 27, 2008.
Press Release
On March 3, 2009, the Company issued a press release regarding the matters described above. A
copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Existing Debt Agreements
As previously disclosed in the Company's public filings, the Company noted, among other
things, that, absent a refinancing of its debt or significant equity offering, it would not have
the funds necessary to pay its outstanding indebtedness under the Existing Credit Agreement upon
maturity, which totals approximately $41 million. On February 27, 2009, such outstanding
indebtedness matured and became due and payable in its entirety. The Company has not paid such
amount, which constitutes an event of default under the Existing Credit Agreement. In addition,
the Company failed to pay its most recent semi-annual interest payment due in respect of the
Existing Notes, which constitutes an event of default under the Existing Notes. The Debt Holders,
however, have agreed in principle to the terms of the Debt Term Sheet described above and to date,
such Debt Holders have not sought to exercise remedies that may be available to them under
applicable law or their respective existing debt agreements. The
parties are currently working towards execution of definitive
documentation to reflect the terms described above, however, there can be no assurance
that the parties will consummate the transactions contemplated by the Debt Term Sheet or that the
Debt Holders will not seek to exercise remedies that may be available to them prior to any such
consummation.
Withdrawal of NYSE Appeal
On February 27, 2009, the Company withdrew its appeal of the decision by the New York Stock
Exchange (the "
NYSE
") to suspend and delist the Common Stock from the NYSE and its request
for a review of such decision by the NYSE Regulation Inc. Board of Directors' Committee for Review.
The Company anticipates that it will be delisted shortly from the
NYSE.
CAUTIONARY STATEMENT: Certain statements made in this report contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by such forward-looking
statements. The words or phrases "guidance," "expect," "anticipate," "estimates" and "forecast"
and similar words or expressions are intended to identify such forward-looking statements. In
addition any statements that refer to expectations or other characterizations of future events or
circumstances are forward-looking statements. Various risks that could cause future results to
differ from those expressed by the forward-looking statements included in this release include, but
are not limited to: our ability to negotiate and execute definitive documentation of the
transactions contemplated by the Debt Term Sheet with the Debt Holders; our ability to continue as
a going concern; our ability to negotiate and execute definitive documentation of the transactions
contemplated by the Equity Term Sheet with Gores; and obtaining requisite Board, shareholder and
antitrust regulatory approvals for the transactions contemplated by the Equity Term Sheet. Other
key risks are described in the Company's reports filed with the SEC, including the Company's most
recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. The Company undertakes no
obligation to publicly revise these forward-looking statements to reflect events or circumstances
that arise after the date of this report.
Item 9.01
Financial Statements And Exhibits
(d)
The following is a list of the exhibits filed as a part of this Current Report on Form 8-K:
Exhibit No.
Description of Exhibit
99.1
Equity Term Sheet
99.2
Press Release, dated March 3, 2009, of Westwood One, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 5, 2009
WESTWOOD ONE, INC.
By:
/s/ David Hillman
Name:
David Hillman
Title:
Chief Administrative Officer;
EVP, Business Affairs;
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No.
Description of Exhibit
99.1
Equity Term Sheet
99.2
Press Release, dated March 3, 2009, of Westwood One, Inc.