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<TITLE>Filed by Bowne Pure Compliance</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): September 12, 2008</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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cellpadding="0" width="100%" border="0">

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  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
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 <TR valign="bottom">
  <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>
 </TR>

</TABLE>
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cellpadding="0" width="100%" border="0">

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  <TD width="49%">&nbsp;</TD>
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  <TD style="border-bottom: #000000 1px solid"><B>40 West 57<sup>th</sup> Street, 5<sup>th</sup>
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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</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(212) 641-2000</B>
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cellpadding="0" width="30%" border="0">

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  <TD style="border-bottom: #000000 1px solid" nowrap><B>&nbsp;</B></TD>
 </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>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">1
</DIV>

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<P style="font-size: 10pt" align="justify"><B>Section&nbsp;1 Registrant&#8217;s
Business and Operations</B>

<P>
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border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="3%">Item&nbsp;1.01</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify"><U>Entry into a Material Definitive
Agreement</U>.</DIV>
</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="justify">The information in
Item&nbsp;5.02(c)(3) of this Current Report on Form 8-K is hereby incorporated
by reference into this Item&nbsp;1.01.

<P>
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border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="3%">Item&nbsp;1.02</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify"><U>Termination of a Material Definitive
Agreement</U>.</DIV>
</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="justify">(a)&nbsp;On September&nbsp;16, 2008,
Westwood One, Inc. (the &#8220;<U>Company</U>&#8221; or
&#8220;<U>Westwood</U>&#8221;) notified Gary J. Yusko, Chief Financial Officer
(&#8220;<U>CFO</U>&#8221;), that his employment as CFO was terminated effective
September&nbsp;16, 2008, and his employment with the Company effective
September&nbsp;18, 2008, in connection with the hire of Mr.&nbsp;Sherwood as
described below in Item&nbsp;5.02. In accordance with the terms of his
employment agreement, Mr.&nbsp;Yusko will continue to receive his base salary
at such rates specified therein through July 15, 2010, the original term of his
employment agreement. Additionally, the unvested portion of the 65,000 shares
of restricted stock and stock options to purchase 75,000 shares of Company
common stock which were awarded at the time of Mr.&nbsp;Yusko&#8217;s
employment will immediately vest upon the September 18th termination date in accordance with the
terms of his employment agreement. A copy of the
Company&#8217;s employment agreement with Mr.&nbsp;Yusko was previously filed
with the SEC as Exhibit&nbsp;99.2 to the Company&#8217;s Form 8-K dated
July&nbsp;16, 2007.

<P style="font-size: 10pt" align="justify"><B>Section&nbsp;2 Financial
Information</B>

<P style="font-size: 10pt" align="justify">Item&nbsp;2.05 <U>Costs Associated
with Exit or Disposal Activities</U>.

<P style="font-size: 10pt" align="justify">On September&nbsp;12, 2008, Westwood
announced a plan to restructure the traffic operations of its subsidiary, Metro
Networks (&#8220;<U>Metro</U>&#8221;), and to take actions to address
underperforming programming, top-grade the sales force and reduce other
corporate expenses. Such announcement was made after an extensive review and
analysis of Metro&#8217;s business and operations, including how best to
position such business for the future. Such analysis demonstrated there were
efficiencies and opportunities available to Metro that were being
under-utilized.

<P style="font-size: 10pt" align="justify">The announced restructuring will
regionalize 60 operating centers into 13 hubs, where data gathering will be
centralized, the quality and consistency of Metro product offerings will be
improved, and a higher caliber of talent providing reports to Metro affiliates
will be available. The restructuring does not affect Metro&#8217;s substantial,
domestic footprint and maintains its significant, market penetration, and
allows Metro to fully leverage new digital technologies, provide enhanced 24/7
traffic coverage and more efficiently align resources. The restructuring is
part of a series of reengineering initiatives identified by management to
improve the operating and financial performance of Westwood One in the
near-term, while setting the foundation for profitable long-term growth. The
restructuring will result in a net staff reduction of approximately 15%, or 300
positions, and is expected to be completed by June&nbsp;30, 2009.

<P style="font-size: 10pt" align="justify">The Company estimates that it will
record, in accordance with FASB Statement of Financial Accounting Standards
No.&nbsp;146, Accounting for Costs Associated with Exit or Disposal Activities,
total charges of approximately $21-$25&nbsp;million, consisting of: (i)
$6.9-$7.3&nbsp;million of severance, relocation and other employee related
costs; (ii) $13.1-$16.7 million of facility consolidation and other contractual
costs; and (iii) $1&nbsp;million of asset relocation and related costs. The majority of the
charges will be recorded in the third quarter of 2008, with the remainder recorded as we
complete the restructuring actions.

<P style="font-size: 10pt" align="justify">The Company estimates that all but
$1.6&nbsp;million of the above charges will be incurred as future cash
expenditures. In addition, the Company expects to spend approximately
$2&nbsp;million of equipment and leasehold improvements to accommodate the
facility consolidation, which is expected to be capitalized in the first half
of 2009.

<P style="font-size: 10pt" align="justify">A copy of the Press Release issued
by the Company announcing the restructuring is included as an exhibit to and
incorporated by reference in this Current Report on Form 8-K.

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">2
</DIV>

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<P style="font-size: 10pt" align="justify"><B>Section&nbsp;3 Securities and
Trading Markets</B>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="3%">Item&nbsp;3.01</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify"><U>Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing</U>.</DIV>
</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="justify">On September&nbsp;12, 2008, the
Company was notified by the New York Stock Exchange (the
&#8220;<U>NYSE</U>&#8221;) that the Company had fallen below the NYSE&#8217;s
continued listing standard relating to minimum share price. Rule&nbsp;802.01C
of the NYSE&#8217;s Listed Company Manual requires that the Company&#8217;s
common stock have a minimum average closing price of $1.00 during a consecutive
30-day trading period.

<P style="font-size: 10pt" align="justify">Under the NYSE rules, the Company
has ten business days to notify the NYSE of its intent to cure this deficiency
and six months to cure it or be subject to suspension and delisting. The
Company intends to notify the NYSE within the required ten business day period
that it intends to cure the deficiency. Under the NYSE rules, the
Company&#8217;s common stock will continue to be listed on the NYSE during the
six month cure period, subject to the Company&#8217;s compliance with other
NYSE continued listing requirements. Although the Company intends to cure its
deficiency and to return to compliance with NYSE continued listing
requirements, there can be no assurance that it will be able to do so.

<P style="font-size: 10pt" align="justify">A copy of the Press Release issued
by the Company announcing the notification is included as an exhibit to and
incorporated by reference in this Current Report on Form 8-K.

<P style="font-size: 10pt" align="justify"><B>Section&nbsp;5 Corporate
Governance and Management</B>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="3%">Item&nbsp;5.02</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify"><U>Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers</U>.</DIV>
</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="justify">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On September&nbsp;16, 2008,
Gary J. Yusko was terminated from the position of CFO of Westwood.

<P style="font-size: 10pt" align="justify">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Effective
September&nbsp;17, 2008, Roderick M. Sherwood III was appointed EVP, CFO of
Westwood.

<P style="font-size: 10pt; text-indent: 4%"
align="justify">(2)&nbsp;Mr.&nbsp;Sherwood, age 55, served as Chief Financial
Officer, Operations of The Gores Group, LLC (together with certain related
entities, &#8220;<U>Gores</U>&#8221;) from November&nbsp;2005 to
September&nbsp;5, 2008, where he was responsible for leading the financial oversight
of all Gores portfolio companies. Gores Radio Holdings,
LLC (&#8220;<U>Gores Radio</U>&#8221;), an affiliate of Gores, is a significant
shareholder of the Company, as described in more detail below. From
October&nbsp;2002 to September&nbsp;2005, Mr.&nbsp;Sherwood served as SVP and
CFO of Gateway, Inc., where he was primarily responsible for
overseeing financial performance and operational improvements and exercising
corporate financial control, planning and analysis. During his tenure
at Gateway, he also oversaw
Gateway&#8217;s acquisition of eMachines. From August&nbsp;2000 to
September&nbsp;2002, Mr.&nbsp;Sherwood served as EVP and CFO of Opsware, Inc.
(formerly Loudcloud, Inc.), an enterprise software company. Prior to Opsware, Mr.&nbsp;Sherwood also served in a number of operational and
financial positions at Hughes Electronics Corporation, including General Manager of
Spaceway (broadband services), EVP of DIRECTV International and CFO of Hughes
Telecommunications &amp; Space Company. He also served in a number of positions during
14 years at Chrysler Corporation, including Assistant Treasurer and Director of Corporate
Financial Analysis.

<P style="font-size: 10pt; text-indent: 4%" align="justify">While
Mr.&nbsp;Sherwood served as CFO of Gores, Gores Radio, an affiliate of Gores,
purchased common stock, preferred stock and warrants of Westwood for an
aggregate purchase price of $100&nbsp;million, representing approximately 36.2%
of the Company&#8217;s common stock on a fully diluted basis. Pursuant to the
terms of this investment, Gores initially received three of eleven
directorships on the Company&#8217;s Board of Directors and, so long as it
continues to hold 50% of its initial investment, is entitled to approve certain
significant corporate actions such as the hiring of a new CEO. A detailed
summary of the Gores&#8217; investment is contained in the Company&#8217;s
proxy statement, dated May&nbsp;14, 2008, which is hereby incorporated by
reference into this <FONT style="white-space: nowrap">Item&nbsp;5.02(c)(2)</FONT>.

<P style="font-size: 10pt; text-indent: 4%" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">3
</DIV>

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<DIV
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<P style="font-size: 10pt; text-indent: 4%" align="justify">As a condition to
Mr.&nbsp;Sherwood&#8217;s appointment as CFO of Westwood, Mr.&nbsp;Sherwood
entered into a separation agreement with Gores pursuant to which he ceased to
be an employee of Gores effective September&nbsp;5, 2008 (the
&#8220;<U>Effective Date</U>&#8221;). In connection with such separation,
Mr.&nbsp;Sherwood will no longer render any services to Gores or receive any
compensation from Gores, except for an annual non-discretionary bonus for 2008,
which shall be paid only if Gores determines to award executive bonuses to
senior executives of Gores for the 2008 calendar year and which bonus, if
awarded, will be paid at the same time such other bonuses are paid. Such bonus
will be pro rated for the period Mr. Sherwood was employed by Gores from
January&nbsp;1, 2008 through the Effective Date. The amount and timing of such
compensation will not under any circumstance be affected or otherwise
influenced by Mr.&nbsp;Sherwood&#8217;s services to the Company.

<P style="font-size: 10pt; text-indent: 4%" align="justify">After the Effective
Date, Mr.&nbsp;Sherwood will be prohibited from making any investments in, or
contributions to, the two investment funds managed by Gores (the
&#8220;<U>Funds</U>&#8221;), including the Fund that invested in Westwood,
other than his co-invest investments that are required to be made. Any such
required investments will be limited to the proportion of his limited
partnership interest and consistent with terms and conditions applicable to
investments by other limited partners of Gores who participate in the Funds as
in effect immediately prior to the Effective Date. Mr. Sherwood will also
continue to hold his carried interest in the Funds which was granted to
Mr.&nbsp;Sherwood during the time he was an employee of Gores. Such carried
interest will continue to vest in accordance with the terms and conditions of
the agreements that govern such carried interest as in effect immediately prior
to the Effective Date. Following the Effective Date, Mr.&nbsp;Sherwood will
have no influence or control over Fund investments.

<P style="font-size: 10pt; text-indent: 4%" align="justify">In addition, after
the Effective Date, Mr.&nbsp;Sherwood will continue to serve on the boards of
directors of two Gores&#8217; portfolio companies. However, in accordance with
the terms of his employment agreement with Westwood, Mr. Sherwood has agreed to
serve as an independent director and not as a Gores-appointed director of such
companies and any compensation or remuneration payable to Mr.&nbsp;Sherwood in
connection with such directorships shall be (1)&nbsp;no more than the same
compensation or remuneration paid to other independent directors on the
applicable board of directors who are not Gores-appointed directors and
(2)&nbsp;paid to Mr.&nbsp;Sherwood directly by the subject company and not by
Gores. Also pursuant to his employment agreement, Mr.&nbsp;Sherwood has agreed
that he will promptly comply with any reasonable request made by the
Company&#8217;s CEO, Board of Directors, Compensation Committee or Audit
Committee Chair that he cease performing all or a portion of these
directorships to the extent that such requesting party reasonably determines
that such activities or portion thereof interferes or conflicts with the
performance of Mr.&nbsp;Sherwood&#8217;s duties to the Company.

<P style="font-size: 10pt; text-indent: 4%" align="justify">(3)&nbsp;On
September&nbsp;17, 2008, the Company entered into an employment agreement with
Mr.&nbsp;Sherwood whereby Mr.&nbsp;Sherwood will serve as the Company&#8217;s
CFO for a term of two years (commencing September&nbsp;17, 2008) at an annual
base salary of $600,000. Mr.&nbsp;Sherwood is eligible for annual increases in
his base salary in an amount of up to five percent (5%), in the sole and
absolute discretion of the Compensation Committee or its designee, and is
eligible for an annual discretionary bonus target of $400,000 for each of
calendar years 2008 (on a pro rata basis), 2009 and for 2010 (on a pro rata
basis; such, the &#8220;<U>2010 Pro Rata Bonus</U>&#8221;) provided that, in
the case of the 2010 Pro Rata Bonus, he remains an employee of the Company
through the last day of his employment term. Mr.&nbsp;Sherwood will also
receive a signing bonus in the amount of $15,000 in connection with his
entering into the employment agreement with the Company.

<P style="font-size: 10pt; text-indent: 4%" align="justify">In the case of a
termination of Mr.&nbsp;Sherwood&#8217;s employment by the Company other than
for a &#8220;cause event&#8221; or by Mr. Sherwood for &#8220;good
reason&#8221; (each, as defined in the employment agreement), Mr.&nbsp;Sherwood
will receive continued payment of an amount equal to: (1)&nbsp;one times the
sum of his base salary (i.e., $600,000), payable in equal periodic installments
for one year following such termination and (2)&nbsp;the 2010 Pro Rata Bonus to
the extent such termination occurs in calendar year 2010, payable at such time
as other comparable employees receive their annual bonuses. If Mr. Sherwood is
terminated in connection with a &#8220;change in control&#8221; (as defined in
the employment agreement), Mr.&nbsp;Sherwood will receive a continued payment
equal to: (1)&nbsp;the lesser of: (i)&nbsp;his base salary for the duration of
his employment term or (ii)&nbsp;an amount equal to one times the sum of his
base salary and (2)&nbsp;the 2010 Pro Rata Bonus to the extent such
termination occurs in calendar year 2010, pursuant to the same payment terms
set forth above.

<P style="font-size: 10pt; text-indent: 4%" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">4
</DIV>

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<DIV
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<P style="font-size: 10pt; text-indent: 4%" align="justify">If
Mr.&nbsp;Sherwood&#8217;s employment is terminated by the Company other than
for a &#8220;cause event&#8221; in the first year of his employment term,
one-third of the stock option grant to purchase 600,000 shares of Company
common stock (described below) will immediately vest as of the date of
termination and will be exercisable for the period that is the longer of
(x)&nbsp;the date of such termination through the first anniversary of his
start date (i.e., September&nbsp;17, 2009), and (y) ninety days from the date
of such termination. If Mr.&nbsp;Sherwood is terminated within 24&nbsp;months
of a &#8220;change in control&#8221;, all of Mr.&nbsp;Sherwood&#8217;s
outstanding equity awards shall become fully vested and immediately exercisable
in accordance with the terms and conditions of the applicable equity
compensation plan and award agreements under which such awards were granted. If
Mr.&nbsp;Sherwood is terminated by the Company without cause, the Company has
agreed to provide him with continued coverage under COBRA for twelve
(12)&nbsp;months after his termination, or such earlier time until he ceases to
be eligible for COBRA or becomes eligible for coverage under the health
insurance plan of a subsequent employer. The payment of the termination amounts
set forth above are contingent on Mr.&nbsp;Sherwood executing a fully effective
waiver and general release substantially in the form attached as
<U>Exhibit&nbsp;A</U> to his employment agreement. The Company has agreed to
reimburse Mr.&nbsp;Sherwood in an amount up to $10,000 for reasonable
attorneys&#8217; fees incurred by him in connection with the negotiation of his
employment agreement.

<P style="font-size: 10pt; text-indent: 4%" align="justify">The foregoing
description of Mr.&nbsp;Sherwood&#8217;s employment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Company&#8217;s employment agreement with Mr.&nbsp;Sherwood, a copy of which is
attached hereto as Exhibit&nbsp;10.1, and the terms of which are incorporated
by reference herein in their entirety. A copy of the press release announcing
Mr.&nbsp;Sherwood&#8217;s appointment is furnished herewith as
Exhibit&nbsp;99.1 and is incorporated by reference herein in its entirety.

<P style="font-size: 10pt; text-indent: 4%" align="justify">On
September&nbsp;17, 2008, in connection with Mr.&nbsp;Sherwood&#8217;s
appointment, the Company&#8217;s Compensation Committee awarded
Mr.&nbsp;Sherwood a stock option to purchase 600,000 shares of Company common
stock. Such option will vest in equal one-third increments on
September&nbsp;17, 2009, 2010 and 2011, except in the case of certain
termination events as described in more detail in Mr.&nbsp;Sherwood&#8217;s
employment agreement. The stock option was issued pursuant to the
Company&#8217;s 1999 Stock Incentive Plan (the &#8220;<U>1999 Plan</U>&#8221;),
however, such award incorporates the terms set forth in the Company&#8217;s
2005 Equity Compensation Plan relating to accelerated vesting of equity
compensation in connection with a termination within 24&nbsp;months of a change
in control, as described above. A copy of the form stock option agreement for
non-director participants used for such grant was previously filed with the SEC
as Exhibit&nbsp;10.1 to the Company&#8217;s Current Report on Form 8-K dated
March&nbsp;19, 2008. A copy of the 1999 Plan was previously filed with the SEC
as Appendix A to the Company&#8217;s proxy statement dated April&nbsp;29, 1999.
An amendment to the 1999 Plan was previously filed with the SEC as
Exhibit&nbsp;10.3 to the Company&#8217;s Form 8-K dated May&nbsp;25, 2005.

<P style="font-size: 10pt" align="justify">(e)&nbsp;The information in
Item&nbsp;5.02(c)(3) of this Current Report on Form 8-K is hereby incorporated
by reference into this Item&nbsp;5.02(e).

<P style="font-size: 10pt" align="justify"><B>Section&nbsp;9 Financial
Statements and Exhibits</B>

<P style="font-size: 10pt" align="justify">Item&nbsp;9.01 <U>Financial
Statements and Exhibits</U>. <BR>
&nbsp;
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
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<DIV style="margin-left: 0px; text-indent: 0px">(d) </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left"><U>Exhibits.</U></TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">The following is a list of the exhibits filed
as a part of this Form&nbsp;8-K:</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="bottom">
<DIV style="margin-left: 0px; text-indent: 0px">Exhibit No. </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left"><BR>
Description of Exhibit</TD>
 </TR>
 <TR style="font-size: 1px">
  <TD style="border-top: #000000 1px solid" valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD style="border-top: #000000 1px solid" valign="top"
align="left">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Employment Agreement, effective as of
September&nbsp;17, 2008, by and between the Company and Roderick M. Sherwood
III.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top"><DIV style="margin-left: 0px; text-indent: 0px">99.1 </DIV></TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Press Release, dated September&nbsp;17, 2008,
announcing the appointment of Roderick M. Sherwood III as EVP and Chief
Financial Officer, replacing Gary J. Yusko.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top"><DIV style="margin-left: 0px; text-indent: 0px">99.2 </DIV></TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Press Release, dated September&nbsp;18, 2008,
announcing the aforementioned notice from the New York Stock Exchange.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top"><DIV style="margin-left: 0px; text-indent: 0px">99.3 </DIV></TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Press Release, dated September&nbsp;12, 2008,
announcing the restructuring of the traffic operations of Metro Networks.</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="center"><B>SIGNATURES</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">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 align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="40%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="45%">&nbsp;</TD>
 </TR><!-- End Table Head -->

<!-- Begin Table Body -->


 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD colspan="3" valign="top" align="left"><B>WESTWOOD ONE, INC.</B></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top"><DIV style="margin-left: 0px; text-indent: 0px">Date: September&nbsp;18, 2008</DIV></TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">By: </TD>
  <TD colspan="2" valign="top" align="left" style="border-bottom: 1px solid #000000">/s/ David Hillman</TD>
 </TR>


 <TR valign="bottom">
  <TD valign="top"><DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Name: </TD>
  <TD valign="top" align="left">David Hillman</TD>
 </TR>

 <TR valign="top">
  <TD valign="top"></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Title: </TD>
  <TD align="left">Chief Administrative Officer; EVP, <BR>
Business Affairs; General Counsel and<BR>
Secretary</TD>
 </TR>

<!-- End Table Body -->

</TABLE>
</DIV>


<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">6
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

</TABLE>


<P style="font-size: 10pt" align="center"><B>EXHIBIT INDEX</B>

<P style="font-size: 10pt" align="center">Current Report on
Form&nbsp;8-K<BR>
dated September&nbsp;12, 2008

<P style="font-size: 10pt" align="center">Westwood One, Inc.
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="8%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="87%">&nbsp;</TD>
 </TR>
 <TR style="font-size: 10pt" valign="bottom">
  <TD nowrap align="left">Exhibit</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="center">&nbsp;</TD>
 </TR>
 <TR style="font-size: 10pt" valign="bottom">
  <TD style="border-bottom: #000000 1px solid" nowrap align="left">No.</TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid" nowrap
align="left">Description of Exhibit</TD>
 </TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Employment Agreement, effective as of
September&nbsp;17, 2008, by and between the Company and Roderick M. Sherwood
III.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">99.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Press Release, dated September&nbsp;17, 2008,
announcing the appointment of Roderick M. Sherwood III as EVP and Chief
Financial Officer, replacing Gary J. Yusko.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">99.2 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Press Release, dated September&nbsp;18, 2008,
announcing the aforementioned notice from the New York Stock Exchange.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">99.3 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Press Release, dated September&nbsp;12, 2008,
announcing the restructuring of the traffic operations of Metro Networks.</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">7
</DIV>
</BODY>
</HTML>
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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": "081078934"}, "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"}}
Filed by Bowne Pure Compliance
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): September 12, 2008
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 57
th
Street, 5
th
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))
Section 1 Registrant's
Business and Operations
Item 1.01
Entry into a Material Definitive
Agreement
.
The information in
Item 5.02(c)(3) of this Current Report on Form 8-K is hereby incorporated
by reference into this Item 1.01.
Item 1.02
Termination of a Material Definitive
Agreement
.
(a) On September 16, 2008,
Westwood One, Inc. (the "
Company
" or
"
Westwood
") notified Gary J. Yusko, Chief Financial Officer
("
CFO
"), that his employment as CFO was terminated effective
September 16, 2008, and his employment with the Company effective
September 18, 2008, in connection with the hire of Mr. Sherwood as
described below in Item 5.02. In accordance with the terms of his
employment agreement, Mr. Yusko will continue to receive his base salary
at such rates specified therein through July 15, 2010, the original term of his
employment agreement. Additionally, the unvested portion of the 65,000 shares
of restricted stock and stock options to purchase 75,000 shares of Company
common stock which were awarded at the time of Mr. Yusko's
employment will immediately vest upon the September 18th termination date in accordance with the
terms of his employment agreement. A copy of the
Company's employment agreement with Mr. Yusko was previously filed
with the SEC as Exhibit 99.2 to the Company's Form 8-K dated
July 16, 2007.
Section 2 Financial
Information
Item 2.05
Costs Associated
with Exit or Disposal Activities
.
On September 12, 2008, Westwood
announced a plan to restructure the traffic operations of its subsidiary, Metro
Networks ("
Metro
"), and to take actions to address
underperforming programming, top-grade the sales force and reduce other
corporate expenses. Such announcement was made after an extensive review and
analysis of Metro's business and operations, including how best to
position such business for the future. Such analysis demonstrated there were
efficiencies and opportunities available to Metro that were being
under-utilized.
The announced restructuring will
regionalize 60 operating centers into 13 hubs, where data gathering will be
centralized, the quality and consistency of Metro product offerings will be
improved, and a higher caliber of talent providing reports to Metro affiliates
will be available. The restructuring does not affect Metro's substantial,
domestic footprint and maintains its significant, market penetration, and
allows Metro to fully leverage new digital technologies, provide enhanced 24/7
traffic coverage and more efficiently align resources. The restructuring is
part of a series of reengineering initiatives identified by management to
improve the operating and financial performance of Westwood One in the
near-term, while setting the foundation for profitable long-term growth. The
restructuring will result in a net staff reduction of approximately 15%, or 300
positions, and is expected to be completed by June 30, 2009.
The Company estimates that it will
record, in accordance with FASB Statement of Financial Accounting Standards
No. 146, Accounting for Costs Associated with Exit or Disposal Activities,
total charges of approximately $21-$25 million, consisting of: (i)
$6.9-$7.3 million of severance, relocation and other employee related
costs; (ii) $13.1-$16.7 million of facility consolidation and other contractual
costs; and (iii) $1 million of asset relocation and related costs. The majority of the
charges will be recorded in the third quarter of 2008, with the remainder recorded as we
complete the restructuring actions.
The Company estimates that all but
$1.6 million of the above charges will be incurred as future cash
expenditures. In addition, the Company expects to spend approximately
$2 million of equipment and leasehold improvements to accommodate the
facility consolidation, which is expected to be capitalized in the first half
of 2009.
A copy of the Press Release issued
by the Company announcing the restructuring is included as an exhibit to and
incorporated by reference in this Current Report on Form 8-K.
Section 3 Securities and
Trading Markets
Item 3.01
Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing
.
On September 12, 2008, the
Company was notified by the New York Stock Exchange (the
"
NYSE
") that the Company had fallen below the NYSE's
continued listing standard relating to minimum share price. Rule 802.01C
of the NYSE's Listed Company Manual requires that the Company's
common stock have a minimum average closing price of $1.00 during a consecutive
30-day trading period.
Under the NYSE rules, the Company
has ten business days to notify the NYSE of its intent to cure this deficiency
and six months to cure it or be subject to suspension and delisting. The
Company intends to notify the NYSE within the required ten business day period
that it intends to cure the deficiency. Under the NYSE rules, the
Company's common stock will continue to be listed on the NYSE during the
six month cure period, subject to the Company's compliance with other
NYSE continued listing requirements. Although the Company intends to cure its
deficiency and to return to compliance with NYSE continued listing
requirements, there can be no assurance that it will be able to do so.
A copy of the Press Release issued
by the Company announcing the notification is included as an exhibit to and
incorporated by reference in this Current Report on Form 8-K.
Section 5 Corporate
Governance and Management
Item 5.02
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
.
(b)     On September 16, 2008,
Gary J. Yusko was terminated from the position of CFO of Westwood.
(c)     (1) Effective
September 17, 2008, Roderick M. Sherwood III was appointed EVP, CFO of
Westwood.
(2) Mr. Sherwood, age 55, served as Chief Financial
Officer, Operations of The Gores Group, LLC (together with certain related
entities, "
Gores
") from November 2005 to
September 5, 2008, where he was responsible for leading the financial oversight
of all Gores portfolio companies. Gores Radio Holdings,
LLC ("
Gores Radio
"), an affiliate of Gores, is a significant
shareholder of the Company, as described in more detail below. From
October 2002 to September 2005, Mr. Sherwood served as SVP and
CFO of Gateway, Inc., where he was primarily responsible for
overseeing financial performance and operational improvements and exercising
corporate financial control, planning and analysis. During his tenure
at Gateway, he also oversaw
Gateway's acquisition of eMachines. From August 2000 to
September 2002, Mr. Sherwood served as EVP and CFO of Opsware, Inc.
(formerly Loudcloud, Inc.), an enterprise software company. Prior to Opsware, Mr. Sherwood also served in a number of operational and
financial positions at Hughes Electronics Corporation, including General Manager of
Spaceway (broadband services), EVP of DIRECTV International and CFO of Hughes
Telecommunications & Space Company. He also served in a number of positions during
14 years at Chrysler Corporation, including Assistant Treasurer and Director of Corporate
Financial Analysis.
While
Mr. Sherwood served as CFO of Gores, Gores Radio, an affiliate of Gores,
purchased common stock, preferred stock and warrants of Westwood for an
aggregate purchase price of $100 million, representing approximately 36.2%
of the Company's common stock on a fully diluted basis. Pursuant to the
terms of this investment, Gores initially received three of eleven
directorships on the Company's Board of Directors and, so long as it
continues to hold 50% of its initial investment, is entitled to approve certain
significant corporate actions such as the hiring of a new CEO. A detailed
summary of the Gores' investment is contained in the Company's
proxy statement, dated May 14, 2008, which is hereby incorporated by
reference into this
Item 5.02(c)(2)
.
As a condition to
Mr. Sherwood's appointment as CFO of Westwood, Mr. Sherwood
entered into a separation agreement with Gores pursuant to which he ceased to
be an employee of Gores effective September 5, 2008 (the
"
Effective Date
"). In connection with such separation,
Mr. Sherwood will no longer render any services to Gores or receive any
compensation from Gores, except for an annual non-discretionary bonus for 2008,
which shall be paid only if Gores determines to award executive bonuses to
senior executives of Gores for the 2008 calendar year and which bonus, if
awarded, will be paid at the same time such other bonuses are paid. Such bonus
will be pro rated for the period Mr. Sherwood was employed by Gores from
January 1, 2008 through the Effective Date. The amount and timing of such
compensation will not under any circumstance be affected or otherwise
influenced by Mr. Sherwood's services to the Company.
After the Effective
Date, Mr. Sherwood will be prohibited from making any investments in, or
contributions to, the two investment funds managed by Gores (the
"
Funds
"), including the Fund that invested in Westwood,
other than his co-invest investments that are required to be made. Any such
required investments will be limited to the proportion of his limited
partnership interest and consistent with terms and conditions applicable to
investments by other limited partners of Gores who participate in the Funds as
in effect immediately prior to the Effective Date. Mr. Sherwood will also
continue to hold his carried interest in the Funds which was granted to
Mr. Sherwood during the time he was an employee of Gores. Such carried
interest will continue to vest in accordance with the terms and conditions of
the agreements that govern such carried interest as in effect immediately prior
to the Effective Date. Following the Effective Date, Mr. Sherwood will
have no influence or control over Fund investments.
In addition, after
the Effective Date, Mr. Sherwood will continue to serve on the boards of
directors of two Gores' portfolio companies. However, in accordance with
the terms of his employment agreement with Westwood, Mr. Sherwood has agreed to
serve as an independent director and not as a Gores-appointed director of such
companies and any compensation or remuneration payable to Mr. Sherwood in
connection with such directorships shall be (1) no more than the same
compensation or remuneration paid to other independent directors on the
applicable board of directors who are not Gores-appointed directors and
(2) paid to Mr. Sherwood directly by the subject company and not by
Gores. Also pursuant to his employment agreement, Mr. Sherwood has agreed
that he will promptly comply with any reasonable request made by the
Company's CEO, Board of Directors, Compensation Committee or Audit
Committee Chair that he cease performing all or a portion of these
directorships to the extent that such requesting party reasonably determines
that such activities or portion thereof interferes or conflicts with the
performance of Mr. Sherwood's duties to the Company.
(3) On
September 17, 2008, the Company entered into an employment agreement with
Mr. Sherwood whereby Mr. Sherwood will serve as the Company's
CFO for a term of two years (commencing September 17, 2008) at an annual
base salary of $600,000. Mr. Sherwood is eligible for annual increases in
his base salary in an amount of up to five percent (5%), in the sole and
absolute discretion of the Compensation Committee or its designee, and is
eligible for an annual discretionary bonus target of $400,000 for each of
calendar years 2008 (on a pro rata basis), 2009 and for 2010 (on a pro rata
basis; such, the "
2010 Pro Rata Bonus
") provided that, in
the case of the 2010 Pro Rata Bonus, he remains an employee of the Company
through the last day of his employment term. Mr. Sherwood will also
receive a signing bonus in the amount of $15,000 in connection with his
entering into the employment agreement with the Company.
In the case of a
termination of Mr. Sherwood's employment by the Company other than
for a "cause event" or by Mr. Sherwood for "good
reason" (each, as defined in the employment agreement), Mr. Sherwood
will receive continued payment of an amount equal to: (1) one times the
sum of his base salary (i.e., $600,000), payable in equal periodic installments
for one year following such termination and (2) the 2010 Pro Rata Bonus to
the extent such termination occurs in calendar year 2010, payable at such time
as other comparable employees receive their annual bonuses. If Mr. Sherwood is
terminated in connection with a "change in control" (as defined in
the employment agreement), Mr. Sherwood will receive a continued payment
equal to: (1) the lesser of: (i) his base salary for the duration of
his employment term or (ii) an amount equal to one times the sum of his
base salary and (2) the 2010 Pro Rata Bonus to the extent such
termination occurs in calendar year 2010, pursuant to the same payment terms
set forth above.
If
Mr. Sherwood's employment is terminated by the Company other than
for a "cause event" in the first year of his employment term,
one-third of the stock option grant to purchase 600,000 shares of Company
common stock (described below) will immediately vest as of the date of
termination and will be exercisable for the period that is the longer of
(x) the date of such termination through the first anniversary of his
start date (i.e., September 17, 2009), and (y) ninety days from the date
of such termination. If Mr. Sherwood is terminated within 24 months
of a "change in control", all of Mr. Sherwood's
outstanding equity awards shall become fully vested and immediately exercisable
in accordance with the terms and conditions of the applicable equity
compensation plan and award agreements under which such awards were granted. If
Mr. Sherwood is terminated by the Company without cause, the Company has
agreed to provide him with continued coverage under COBRA for twelve
(12) months after his termination, or such earlier time until he ceases to
be eligible for COBRA or becomes eligible for coverage under the health
insurance plan of a subsequent employer. The payment of the termination amounts
set forth above are contingent on Mr. Sherwood executing a fully effective
waiver and general release substantially in the form attached as
Exhibit A
to his employment agreement. The Company has agreed to
reimburse Mr. Sherwood in an amount up to $10,000 for reasonable
attorneys' fees incurred by him in connection with the negotiation of his
employment agreement.
The foregoing
description of Mr. Sherwood's employment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Company's employment agreement with Mr. Sherwood, a copy of which is
attached hereto as Exhibit 10.1, and the terms of which are incorporated
by reference herein in their entirety. A copy of the press release announcing
Mr. Sherwood's appointment is furnished herewith as
Exhibit 99.1 and is incorporated by reference herein in its entirety.
On
September 17, 2008, in connection with Mr. Sherwood's
appointment, the Company's Compensation Committee awarded
Mr. Sherwood a stock option to purchase 600,000 shares of Company common
stock. Such option will vest in equal one-third increments on
September 17, 2009, 2010 and 2011, except in the case of certain
termination events as described in more detail in Mr. Sherwood's
employment agreement. The stock option was issued pursuant to the
Company's 1999 Stock Incentive Plan (the "
1999 Plan
"),
however, such award incorporates the terms set forth in the Company's
2005 Equity Compensation Plan relating to accelerated vesting of equity
compensation in connection with a termination within 24 months of a change
in control, as described above. A copy of the form stock option agreement for
non-director participants used for such grant was previously filed with the SEC
as Exhibit 10.1 to the Company's Current Report on Form 8-K dated
March 19, 2008. A copy of the 1999 Plan was previously filed with the SEC
as Appendix A to the Company's proxy statement dated April 29, 1999.
An amendment to the 1999 Plan was previously filed with the SEC as
Exhibit 10.3 to the Company's Form 8-K dated May 25, 2005.
(e) The information in
Item 5.02(c)(3) of this Current Report on Form 8-K is hereby incorporated
by reference into this Item 5.02(e).
Section 9 Financial
Statements and Exhibits
Item 9.01
Financial
Statements and Exhibits
.
(d)
Exhibits.
The following is a list of the exhibits filed
as a part of this Form 8-K:
Exhibit No.
Description of Exhibit
10.1
Employment Agreement, effective as of
September 17, 2008, by and between the Company and Roderick M. Sherwood
III.
99.1
Press Release, dated September 17, 2008,
announcing the appointment of Roderick M. Sherwood III as EVP and Chief
Financial Officer, replacing Gary J. Yusko.
99.2
Press Release, dated September 18, 2008,
announcing the aforementioned notice from the New York Stock Exchange.
99.3
Press Release, dated September 12, 2008,
announcing the restructuring of the traffic operations of Metro Networks.
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.
WESTWOOD ONE, INC.
Date: September 18, 2008
By:
/s/ David Hillman
Name:
David Hillman
Title:
Chief Administrative Officer; EVP,
Business Affairs; General Counsel and
Secretary
EXHIBIT INDEX
Current Report on
Form 8-K
dated September 12, 2008
Westwood One, Inc.
Exhibit
No.
Description of Exhibit
10.1
Employment Agreement, effective as of
September 17, 2008, by and between the Company and Roderick M. Sherwood
III.
99.1
Press Release, dated September 17, 2008,
announcing the appointment of Roderick M. Sherwood III as EVP and Chief
Financial Officer, replacing Gary J. Yusko.
99.2
Press Release, dated September 18, 2008,
announcing the aforementioned notice from the New York Stock Exchange.
99.3
Press Release, dated September 12, 2008,
announcing the restructuring of the traffic operations of Metro Networks.