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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
WESTWOOD ONE, INC.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
961815107
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(CUSIP NUMBER)
SUMNER M. REDSTONE
NATIONAL AMUSEMENTS, INC.
200 ELM STREET
DEDHAM, MASSACHUSETTS 02026
TELEPHONE: (781) 461-1600
WITH A COPY TO:
LOUIS J. BRISKMAN, ESQ.
CBS CORPORATION
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 975-4321
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
OCTOBER 2, 2007
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
- -------------------------------- --------------------------
CUSIP NO. 961815107 Page 2 of 36 Pages
- -------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CBS RADIO NETWORK INC.
I.R.S. Identification No. 52-1859471
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 16,000,000
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
16,000,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
SCHEDULE 13D
- -------------------------------- --------------------------
CUSIP NO. 961815107 Page 3 of 36 Pages
- -------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CBS RADIO MEDIA CORPORATION
I.R.S. Identification No. 13-2766282
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 16,000,000
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
16,000,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
SCHEDULE 13D
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CUSIP NO. 961815107 Page 4 of 36 Pages
- -------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CBS RADIO INC.
I.R.S. Identification No. 13-4142467
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,000,000*
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,000,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
* Includes 2,000,000 shares underlying warrants that may become exercisable in
the next 60 days.
SCHEDULE 13D
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CUSIP NO. 961815107 Page 5 of 36 Pages
- -------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CBS BROADCASTING INC.
I.R.S. Identification No. 13-0590730
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,000,000*
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,000,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
* Includes 2,000,000 shares underlying warrants that may become exercisable in
the next 60 days.
SCHEDULE 13D
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CUSIP NO. 961815107 Page 6 of 36 Pages
- -------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTINGHOUSE CBS HOLDING COMPANY, INC.
I.R.S. Identification No. 25-1776511
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,000,000*
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,000,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
* Includes 2,000,000 shares underlying warrants that may become exercisable in
the next 60 days.
SCHEDULE 13D
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CUSIP NO. 961815107 Page 7 of 36 Pages
- -------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CBS CORPORATION
I.R.S. Identification No. 04-2949533
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,000,000*
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,000,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
* Includes 2,000,000 shares underlying warrants that may become exercisable in
the next 60 days.
SCHEDULE 13D
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CUSIP NO. 961815107 Page 8 of 36 Pages
- -------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NAIRI, INC.
I.R.S. Identification No. 04-3446887
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,000,000*
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,000,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
* Includes 2,000,000 shares underlying warrants that may become exercisable in
the next 60 days.
SCHEDULE 13D
- -------------------------------- --------------------------
CUSIP NO. 961815107 Page 9 of 36 Pages
- -------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NATIONAL AMUSEMENTS, INC.
I.R.S. Identification No. 04-2261332
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,000,000*
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,000,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
* Includes 2,000,000 shares underlying warrants that may become exercisable in
the next 60 days.
SCHEDULE 13D
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CUSIP NO. 961815107 Page 10 of 36 Pages
- -------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SUMNER M. REDSTONE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,000,000*
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,000,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
* Includes 2,000,000 shares underlying warrants that may become exercisable in
the next 60 days.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 7 (this "Amendment") amends and supplements the
Statement on Schedule 13D originally filed with the Securities and Exchange
Commission (the "SEC") on May 15, 2000, as amended (the "Schedule 13D"), with
respect to the Common Stock, par value $.01 per share (the "Common Shares"), of
Westwood One, Inc., a Delaware corporation ("Westwood" or the "Issuer") with its
principal executive office located at 40 West 57th Street, New York, New York
10019. Capitalized terms used but not defined herein shall have the meanings
attributed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is amended and restated in its entirety as follows:
"This Statement is filed by CBS Radio Network Inc. ("CRNI"), CBS Radio
Media Corporation ("CRMC"), CBS Radio Inc. ("CBS Radio"), CBS Broadcasting Inc.
("CBSBI"), Westinghouse CBS Holding Company, Inc. (W/CBS HCI"), CBS Corporation
("CBS"), NAIRI, Inc. ("NAIRI"), National Amusements, Inc. ("NAI") and Mr. Sumner
M. Redstone ("Mr. Redstone") (collectively, the "Reporting Persons").
CRNI, a Delaware corporation, has its principal executive office at
1515 Broadway, New York, New York 10036. CRNI's principal business is radio
broadcasting. 100% of the issued and outstanding stock of CRNI is owned by CRMC.
CRMC, a Delaware corporation, has its principal executive office at
1515 Broadway, New York, New York 10036. CRMC's principal business is radio
broadcasting. 100% of the issued and outstanding stock of CRMC is owned by CBS
Radio.
CBS Radio, a Delaware corporation, has its principal executive office
at 1515 Broadway, New York, New York 10036. CBS Radio's principal business is
radio broadcasting. 100% of the outstanding stock of CBS Radio is owned by
CBSBI.
CBSBI, a New York corporation, has its principal executive office at 51
West 52nd Street, New York, New York 10019. CBSBI's principal businesses are the
CBS television network and television broadcasting. 100% of the issued and
outstanding stock of CBSBI is owned by W/CBS HCI.
W/CBS HCI, a Delaware corporation, has its principal executive office
at 51 West 52nd Street, New York, New York 10019. W/CBS HCI's principal business
is television broadcasting. 100% of the issued and outstanding stock of W/CBS
HCI is owned by CBS.
CBS, a Delaware corporation, has its principal executive office at 51
West 52nd Street, New York, New York 10019, and is a worldwide entertainment
company. At February 28, 2007, approximately 76.4% of CBS's Class A Common
Stock, par value $.001 per share, and approximately 5.5% of CBS's Class B Common
Stock, par value $.001 per share, was owned by NAIRI.
NAIRI, a Delaware corporation, has its principal office at 200 Elm
Street, Dedham, Massachusetts 02026 and is a company owning and operating movie
theaters in the United States whose main assets include its shares of CBS Class
A Common Stock and Class B Common Stock. 100% of the issued and outstanding
stock of NAIRI is owned by NAI.
NAI, a Maryland corporation, has its principal office at 200 Elm
Street, Dedham, Massachusetts 02026. NAI's principal businesses are owning and
operating movie theaters in the United States, United Kingdom, Russia and South
America and holding the common stock of NAIRI. Mr. Redstone is the controlling
shareholder of NAI.
Page 11 of 36
Sumner M. Redstone is an individual whose business address is c/o
National Amusements, Inc., 200 Elm Street, Dedham, Massachusetts 02026. Mr.
Redstone's principal occupation is Executive Chairman of the Board of CBS,
Chairman of the Board and Chief Executive Officer of NAI and Chairman and
President of NAIRI.
The executive officers and directors of CRNI, CRMC, CBS Radio, CBSBI,
W/CBS HCI, CBS, NAIRI and NAI, as of October 5, 2007, are set forth on Schedules
I through VIII attached hereto, containing the following information with
respect to each such person:
(a) Name;
(b) Residence or business address; and
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
During the last five years, none of the Reporting Persons or any person
named in any of Schedules I through VIII attached hereto has been (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Each person identified on Schedules I through VIII attached hereto is a
citizen of the United States."
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended as follows:
"On October 2, 2007, the Issuer entered into a Master Agreement (the
"Master Agreement") with CBS Radio. The Master Agreement and the agreements
attached as exhibits thereto document a proposed new business relationship
between the Issuer and CBS Radio through March 2017. The documentation and the
transactions described therein are subject to the approval of the Issuer's
shareholders as described in more detail below and such other conditions
described in the Master Agreement. Capitalized terms used but not defined herein
shall have the meaning ascribed to them in the Master Agreement. Subject to the
terms and conditions of the Master Agreement, as of the Closing Date and as more
particularly described in the Master Agreement, the Issuer and CBS Radio will
terminate and/or amend the existing agreements between the parties (such amended
agreements and new agreements together with the Master Agreement, the "New
Transaction Documents").
Pursuant to the terms of the Master Agreement, each of the existing
Management Agreement and Representation Agreement between the parties will
terminate on the Closing Date. Thereafter, CBS Radio will cease to manage the
Issuer and the Issuer will manage its business directly and separately from CBS
Radio, and employ all of its own officers. Additionally, on the Closing Date,
CBS Radio shall cause the two CBS Radio employees who serve on the Issuer's
Board to resign as directors. At the Closing, all of the warrants to acquire
shares of Issuer common stock held by CBS Radio will terminate and CBS Radio
will receive registration rights for the 16,000,000 Common Shares beneficially
owned by CBS Radio. CBS Radio also has agreed under the terms of the Master
Agreement that, prior to December 31, 2007, it will not sell, transfer or
otherwise dispose of, or enter into any short sale or other similar transactions
with respect to, any Common Shares beneficially owned by CBS Radio.
Notwithstanding the foregoing, certain provisions of the existing
Management Agreement have been incorporated in the Master Agreement and such
provisions will continue in substantially the same manner after the Closing
Date. In particular, the provisions of the Management Agreement providing the
Issuer with: (i) a right of first refusal to syndicate certain CBS Radio
programming will continue through March 2017 and (ii) certain non-competition
and non-solicitation rights will continue through March 31, 2010 and March 31,
2012, respectively.
Page 12 of 36
Consummation of the Master Agreement and the arrangements described
above are subject to customary closing conditions, including the approval of the
Issuer's shareholders, which will require the affirmative vote of shareholders
owning a majority of the Common Shares and Class B stock of the Issuer, voting
together (not including shares owned by CBS Radio or its affiliates),
represented in person or by proxy at the Issuer's annual meeting of shareholders
to be held for the purpose of approving these arrangements between the Issuer
and CBS Radio. The Issuer has informed CBS Radio that it anticipates filing a
preliminary proxy statement with the SEC by November 10, 2007, and intends to
submit definitive proxy materials to its shareholders at an annual meeting of
shareholders to be held early in the first quarter of 2008, at which time the
proposed agreements will be voted on by the Issuer's shareholders.
Further conditions to closing include the Issuer having adequate
financing to conduct its business operations following the Closing and the
Issuer paying all undisputed amounts owed to CBS Radio on or prior to the
Closing Date. Also, on the Closing Date, the Issuer will pay CBS Radio a
lump-sum payment of $5 million. If the Clearance Rate for CBS' top ten markets
(as determined by Arbitron) in 2008 is less than 93.75%, the Issuer will have
the right to receive $2 million from CBS Radio (or offset such amount against
future payments by the Issuer to CBS Radio) after the Clearance Rate for 2008 is
finally determined. As described in the Issuer's Quarterly Report on Form 10-Q
for the second quarter ended June 30, 2007, the Issuer has informed CBS Radio
that it is pursuing a modification or waiver of certain provisions of its
existing credit facility (which is also a closing condition under the Master
Agreement) and, in connection with the execution of the Master Agreement, is
seeking new financing in order to satisfy the financing closing condition.
With the exception of the Master Agreement, which was executed and
became effective on October 2, 2007, the parties shall execute and deliver the
New Transaction Documents on the Closing Date. The Station Agreements shall be
effective on the Effective Date, which shall be: (i) the first day of the month
in which the Closing Date occurs if the Closing Date falls on the first (1st)
through fifteenth (15th) day of a month or (ii) on the first day of the month
immediately following the Closing Date if the Closing Date falls on the
sixteenth (16th) through the last day of a month. The other New Transaction
Documents shall be effective on the Closing Date. The Station Agreements provide
that a significant portion of the compensation payable to CBS Radio by the
Issuer shall be variable and shall be adjusted based on: (i) the audience levels
delivered by CBS Radio owned and operated radio stations (the "CBS Stations") in
the case of Network (not Metro Networks) commercial inventory only and (ii) the
Clearance Rate of the CBS Stations with respect to both Network (Westwood) and
Metro Networks commercial inventory. The "Clearance Rate" refers to the
percentage of commercials broadcast by the CBS Stations in accordance with the
terms of the applicable agreements.
The foregoing description of the Master Agreement does not purport to
be complete and is qualified in its entirety by reference to the Master
Agreement, a copy of which has been filed as an exhibit to the Issuer's Current
Report on Form 8-K filed on October 4, 2007 (the "Westwood 8-K") and is
incorporated herein by reference.
The New Transaction Documents (other than the Master Agreement) are
attached as exhibits to the Master Agreement and, except as noted below, shall
continue through March 31, 2017, unless earlier terminated by the express terms
set forth in the respective agreements. A brief description of such agreements
follows:
o Amended and Restated News Programming Agreement. The Amended and
Restated News Programming Agreement extends the existing News
Programming Agreement with certain modifications as set forth
therein. Under this agreement, CBS Radio agrees to provide the
Issuer with specified news programming for use by the Issuer's
affiliated radio stations (including CBS Stations) and exclusive
national terrestrial radio syndication rights to CBS Radio News. In
exchange for the foregoing, the Issuer will pay CBS Radio an annual
programming fee ($12,458,268, effective April 1, 2008) for each
12-month period of the term of this agreement, subject to an annual
increase as set forth in the agreement
o Amended and Restated Trademark License Agreement. The Amended and
Restated Trademark License Agreement extends the existing Trademark
License Agreement with certain modifications as set forth therein.
Under this agreement, CBS Radio grants to the Issuer a
non-exclusive, fully-paid, royalty-free license to use throughout
the United States (i) the name "CBS Radio" and (ii) specified
Page 13 of 36
trademarks, logos and service marks in connection with the Issuer's
network radio and Metro Networks business and operations as further
specified in this agreement.
o Mutual General Release and Covenant Not to Sue (the "Release").
Under the Release, the Issuer and CBS Radio release each other from
all claims as of the Closing Date (except for certain limited
matters described in the Release) that in any way relate to or arise
out of (i) Management Claims, (ii) Services Claims, (iii)
Competition Claims, (iv) Payment Claims, (v) Other Claims Against
CBS Radio and (vi) Other Claims Against the Issuer (in each case, as
such terms are defined in the Release). The Issuer and CBS Radio
further agree that they will not (with certain limited exceptions
set forth in the Release) institute or prosecute any lawsuit, action
or other proceeding, or induce others to do so against the other
party, which in any way arise out of or relate to any released
claims.
o Westwood One Affiliation Agreements for CBS Stations. The Westwood
One Affiliation Agreements provide that the Issuer will compensate
CBS Stations for broadcasting Network commercials at an agreed upon
rate per month, which amount is subject to adjustment based on
mutually agreed upon annual increases and the audience level
delivered by each CBS Station and the Clearance Rate.
o Metro Affiliation Agreements (i.e., the Metro Networks Affiliation
Agreement for CBS Stations; the News Network Affiliate Agreements
for CBS Stations; the Metro Source Network Radio Affiliate
Agreements for CBS Stations; and the Traffic Network Affiliate
Agreements for CBS Stations (collectively, the "Metro Affiliation
Agreements")). The Metro Affiliation Agreements provide that Metro
Networks Communications, Inc. ("Metro Networks"), a subsidiary of
the Issuer, shall provide CBS Stations with traffic reports and
other news and information reports and services as described in such
agreements. Under the terms of the Metro Affiliation Agreements, CBS
Stations shall broadcast billboards and commercial announcements
within, or immediately adjacent to, traffic and information reports
broadcast by CBS Stations. As compensation therefor, Metro will pay
CBS Radio an agreed upon monthly payment, which payments will
escalate on an annual basis pursuant to mutually agreed upon annual
increases and adjusted for the Clearance Rate of the CBS Stations.
o Amended and Restated Technical Services Agreement. The Amended and
Restated Technical Services Agreement extends the existing Technical
Services Agreement with certain modifications as set forth therein.
Under this agreement, CBS Radio agrees to provide to the Issuer
certain services including, but not limited to: (i) origination and
production of the CBS Radio News and certain other CBS Radio
programming, (ii) provision of the services of certain CBS Radio
employees and the use of certain CBS Radio facilities as more
specifically described in the Agreement and the related leases for
such facilities and (iii) provision of access and use rights to
software and hardware, consistent with past practice and as more
specifically described in the agreement.
o Lease for 524 W. 57th Street. Under this lease and as more
specifically described therein, CBS Radio will continue to lease to
the Issuer certain premises in the building located at 524 West 57th
Street, New York, New York, known as the CBS Radio Broadcast Center.
o Lease for 2020 M Street. Under this lease and as more specifically
described therein, CBS Radio will continue to lease to the Issuer
certain premises in the building located at 2020 M Street, N.W.,
Washington D.C.
o Sublease for 2000 M Street. Under this sublease, which is subject to
the consent of the building's landlord, CBS Radio will sublease to
the Issuer certain offices in premises located at 2000 M Street,
N.W., Washington, D.C. This sublease would expire on December 30,
2012.
Page 14 of 36
o Amended and Restated Registration Rights Agreement. The Registration
Rights Agreement extends the existing Registration Rights Agreement
with certain modifications as set forth therein. Under this
agreement, the Issuer grants to CBS Radio demand and piggy-back
registration rights with respect to the Common Shares held by CBS
Radio and its subsidiaries (the "Registrable Securities"). CBS Radio
has the right to require the Issuer on four separate occasions to
register such securities under the Securities Act of 1933, as
amended, on Form S-3, or if it is a Well-Known Seasoned Issuer,
pursuant to an Automatic Shelf Registration Statement. In addition,
if the Issuer determines to register any of its securities, either
for its own account or for the account of other security holders,
the Issuer is obligated to provide CBS Radio with advance notice of
such registration and include in such registration all Registrable
Securities requested by CBS Radio, subject to cut-back by the
Issuer's underwriters on a proportionate basis with all other
security holders entitled to a registration of their securities.
The foregoing descriptions of the New Transaction Documents (other than
the Master Agreement) do not purport to be complete and are qualified in their
entirety by reference to such New Transaction Documents, each of which is an
exhibit to the Master Agreement and has been filed as a part of an exhibit to
the Westwood 8-K and all of which are incorporated herein by reference.
There is no guarantee that the New Transaction Documents other than the
Master Agreement will be entered into by the Issuer and CBS Radio or the
approvals required for the execution of such documents will be obtained.
The Reporting Persons have no current plan or proposal that relates to,
or would result in, any of the actions enumerated in subparagraphs (a) through
(j) of Item 4 of Schedule 13D, other than as set forth in this Item 4; however,
the Reporting Persons may, at any time and from time to time, purchase
additional Common Shares of the Issuer and may dispose of any and all Common
Shares of the Issuer held by them, subject to any limitations set forth in
applicable agreements."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is amended as follows:
"The information set forth under Item 4 of this Amendment is
incorporated by reference into Item 6. Except as described in Item 4 of the
Schedule 13D, none of the Reporting Persons have entered into or amended any
existing agreement with respect to the Common Shares or other securities of the
Issuer since the prior statements on and amendments to Schedule 13D filed by
certain of the Reporting Persons and any of their predecessors."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Master Agreement, dated as of October 2, 2007, by and between
CBS Radio Inc. and Westwood One, Inc (incorporated herein by
reference to Exhibit No. 2.1 to the Current Report on Form 8-K
filed on October 4, 2007 by Westwood One, Inc.).
2. Joint Filing Agreement, dated April 16, 2007, among CBS
Radio Network Inc., CBS Radio Media Corporation, CBS Radio
Inc., CBS Broadcasting Inc., Westinghouse CBS Holding
Company, Inc., CBS Corporation, NAIRI, Inc., National
Amusements, Inc. and Sumner M. Redstone (incorporated herein
by reference to Exhibit 1 to Amendment No. 6 to the
Statement on Schedule 13D filed on April 18, 2007 by the
Reporting Persons).
Page 15 of 36
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this
statement is filed on behalf of each of us.
Dated: October 5, 2007
CBS RADIO NETWORK INC.
By: /s/ WALTER BERGER
-------------------------------------------
Name: Walter Berger
Title: Executive Vice President and Chief
Financial Officer
CBS RADIO MEDIA CORPORATION
By: /s/ WALTER BERGER
-------------------------------------------
Name: Walter Berger
Title: Executive Vice President and Chief
Financial Officer
CBS RADIO INC.
By: /s/ WALTER BERGER
-------------------------------------------
Name: Walter Berger
Title: Executive Vice President and Chief
Financial Officer
CBS BROADCASTING INC.
By: /s/ ANGELINE C. STRAKA
-------------------------------------------
Name: Angeline C. Straka
Title: Senior Vice President and Secretary
WESTINGHOUSE CBS HOLDING COMPANY, INC.
By: /s/ ANGELINE C. STRAKA
-------------------------------------------
Name: Angeline C. Straka
Title: Senior Vice President and Secretary
CBS CORPORATION
By: /s/ ANGELINE C. STRAKA
-------------------------------------------
Name: Angeline C. Straka
Title: Senior Vice President, Deputy General
Counsel and Secretary
Page 16 of 36
NAIRI, INC.
By: /s/ SUMNER M. REDSTONE
-------------------------------------------
Name: Sumner M. Redstone
Title: Chairman and President
NATIONAL AMUSEMENTS, INC.
By: /s/ SUMNER M. REDSTONE
-------------------------------------------
Name: Sumner M. Redstone
Title: Chairman and Chief Executive Officer
/s/ SUMNER M. REDSTONE
-----------------------------------------------
Name: Sumner M. Redstone
Individually
Page 17 of 36
SCHEDULE I
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS RADIO NETWORK INC.
DIRECTORS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION
IN WHICH EMPLOYMENT IS CONDUCTED
Louis J. Briskman CBS Corporation Executive Vice President and General Counsel
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief
51 West 52nd Street Accounting Officer
New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Fredric G. Reynolds CBS Corporation Executive Vice President and Chief
51 West 52nd Street Financial Officer
New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION
IN WHICH EMPLOYMENT IS CONDUCTED
Dan Mason CBS Radio Inc. President and Chief Executive Officer
President and Chief 1515 Broadway CBS Radio Inc.
Executive Officer New York, NY 10036 1515 Broadway
New York, NY 10036
Anthony G. Ambrosio CBS Corporation Executive Vice President, Human Resources
Executive Vice 51 West 52nd Street and Administration
President, Human New York, NY 10019 CBS Corporation
Resources and 51 West 52nd Street
Administration New York, NY 10019
Louis J. Briskman CBS Corporation Executive Vice President and General Counsel
Executive Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
Assistant Secretary New York, NY 10019
Fredric G. Reynolds CBS Corporation Executive Vice President and Chief
Executive Vice 51 West 52nd Street Financial Officer
President and New York, NY 10019 CBS Corporation
Assistant Secretary 51 West 52nd Street
New York, NY 10019
Page 18 of 36
SCHEDULE I
(CONTINUED)
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS RADIO NETWORK INC.
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION
IN WHICH EMPLOYMENT IS CONDUCTED
Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer
Senior Vice President 51 West 52nd Street CBS Corporation
and Treasurer New York, NY 10019 51 West 52nd Street
New York, NY 10019
Martin D. Franks CBS Corporation Executive Vice President, Planning, Policy
Executive Vice 51 West 52nd Street and Government Relations
President New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Walter Berger CBS Radio Inc. Executive Vice President and Chief
Executive Vice 1515 Broadway Financial officer
President and Chief New York, NY 10036 CBS Radio Inc.
Financial Officer 1515 Broadway
New York, NY 10036
Angeline C. Straka CBS Corporation Senior Vice President, Deputy General
Senior Vice 51 West 52nd Street Counsel and Secretary
President and New York, NY 10019 CBS Corporation
Secretary 51 West 52nd Street
New York, NY 10019
Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief
Senior Vice 51 West 52nd Street Accounting Officer
President and New York, NY 10019 CBS Corporation
Controller 51 West 52nd Street
New York, NY 10019
Richard M. Jones CBS Corporation Senior Vice President and General Tax
Senior Vice 51 West 52nd Street Counsel
President and New York, NY 10019 CBS Corporation
General Tax Counsel 51 West 52nd Street
New York, NY 10019
Page 19 of 36
SCHEDULE II
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS RADIO MEDIA CORPORATION
DIRECTORS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Louis J. Briskman CBS Corporation Executive Vice President and General Counsel
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief
51 West 52nd Street Accounting Officer
New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial
51 West 52nd Street Officer
New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Dan Mason CBS Radio Inc. President and Chief Executive Officer
President and Chief 1515 Broadway CBS Radio Inc.
Executive Officer New York, NY 10036 1515 Broadway
New York, NY 10036
Anthony G. Ambrosio CBS Corporation Executive Vice President, Human Resources
Executive Vice 51 West 52nd Street and Administration
President, Human New York, NY 10019 CBS Corporation
Resources and 51 West 52nd Street
Administration New York, NY 10019
Louis J. Briskman CBS Corporation Executive Vice President and General Counsel
Executive Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
Assistant Secretary New York, NY 10019
Page 20 of 36
SCHEDULE II
(CONTINUED)
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS RADIO MEDIA CORPORATION
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Martin D. Franks CBS Corporation Executive Vice President, Planning, Policy
Executive Vice 51 West 52nd Street and Government Relations
President New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial
Executive Vice 51 West 52nd Street Officer
President and New York, NY 10019 CBS Corporation
Assistant Secretary 51 West 52nd Street
New York, NY 10019
Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer
Senior Vice President 51 West 52nd Street CBS Corporation
and Treasurer New York, NY 10019 51 West 52nd Street
New York, NY 10019
Walter Berger CBS Radio Inc. Executive Vice President and Chief Financial
Executive Vice 1515 Broadway officer
President and Chief New York, NY 10036 CBS Radio Inc.
Financial Officer 1515 Broadway
New York, NY 10036
Angeline C. Straka CBS Corporation Senior Vice President, Deputy General
Senior Vice President 51 West 52nd Street Counsel and Secretary
and Secretary New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief
Senior Vice President 51 West 52nd Street Accounting Officer
and Controller New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Richard M. Jones CBS Corporation Senior Vice President and General Tax Counsel
Senior Vice President 51 West 52nd Street CBS Corporation
and General Tax New York, NY 10019 51 West 52nd Street
Counsel New York, NY 10019
Page 21 of 36
SCHEDULE III
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS RADIO INC.
DIRECTORS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Louis J. Briskman CBS Corporation Executive Vice President and General Counsel
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief
51 West 52nd Street Accounting Officer
New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial
51 West 52nd Street Officer
New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Dan Mason CBS Radio Inc. President and Chief Executive Officer
President and 1515 Broadway CBS Radio Inc.
Chief Executive New York, NY 10036 1515 Broadway
Officer New York, NY 10036
Anthony G. Ambrosio CBS Corporation Executive Vice President, Human Resources and
Executive Vice 51 West 52nd Street Administration
President, Human New York, NY 10019 CBS Corporation
Resources and 51 West 52nd Street
Administration New York, NY 10019
Louis J. Briskman CBS Corporation Executive Vice President and General Counsel
Executive Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
Assistant New York, NY 10019
Secretary
Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial
Executive Vice 51 West 52nd Street Officer
President and New York, NY 10019 CBS Corporation
Assistant Secretary 51 West 52nd Street
New York, NY 10019
Page 22 of 36
SCHEDULE III
(CONTINUED)
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS RADIO INC.
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer
Senior Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
Treasurer New York, NY 10019
Walter Berger CBS Radio Inc. Executive Vice President and Chief Financial
Executive Vice 1515 Broadway Officer
President and New York, NY 10036 CBS Radio Inc.
Chief Financial 1515 Broadway
Officer New York, NY 10036
Martin D. Franks CBS Corporation Executive Vice President, Planning, Policy and
Executive Vice 51 West 52nd Street Government Relations
President New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Angeline C. Straka CBS Corporation Senior Vice President, Deputy General Counsel
Senior Vice 51 West 52nd Street and Secretary
President and New York, NY 10019 CBS Corporation
Secretary 51 West 52nd Street
New York, NY 10019
Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief
Senior Vice 51 West 52nd Street Accounting Officer
President and New York, NY 10019 CBS Corporation
Controller 51 West 52nd Street
New York, NY 10019
Richard M. Jones CBS Corporation Senior Vice President and General Tax Counsel
Senior Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
General Tax Counsel New York, NY 10019
Page 23 of 36
SCHEDULE IV
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS BROADCASTING INC.
DIRECTORS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Louis J. Briskman CBS Corporation Executive Vice President and General Counsel
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief
51 West 52nd Street Accounting Officer
New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial
51 West 52nd Street Officer
New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Leslie Moonves CBS Corporation President and Chief Executive Officer
President 51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Anthony G. Ambrosio CBS Corporation Executive Vice President, Human Resources and
Executive Vice 51 West 52nd Street Administration
President, Human New York, NY 10019 CBS Corporation
Resources and 51 West 52nd Street
Administration New York, NY 10019
Louis J. Briskman CBS Corporation Executive Vice President and General Counsel
Executive Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
Assistant Secretary New York, NY 10019
Page 24 of 36
SCHEDULE IV
(CONTINUED)
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS BROADCASTING INC.
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Martin D. Franks CBS Corporation Executive Vice President, Planning, Policy and
Executive Vice 51 West 52nd Street Government Relations
President New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Harry Isaacs CBS Broadcasting Inc. Senior Vice President, Industrial Relations
Executive Vice 7800 Beverly Boulevard CBS Broadcasting Inc.
President Los Angeles, CA 90036 51 West 52nd Street
New York, NY 10019
Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial
Executive Vice 51 West 52nd Street Officer
President New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Jonathan H. CBS Broadcasting Inc. Executive Vice President and General Counsel
Anschell 7800 Beverly Boulevard CBS Broadcasting Inc.
Executive Vice Los Angeles, CA 90036 51 West 52nd Street
President, General New York, NY 10019
Counsel and
Assistant Secretary
Sean McManus CBS News and Sports President, CBS News and Sports
Executive Vice 51 West 52nd Street CBS Corporation
President New York, NY 10019 51 West 52nd Street
New York, NY 10019
Armando Nunez CBS Paramount President, CBS Paramount International
Executive Vice International Television
President Television CBS Corporation
5555 Melrose Avenue 5555 Melrose Avenue
Los Angeles, CA 90038 Los Angeles, CA 90038
Bruce C. Taub CBS Television Executive Vice President Operations, CFO, CBS
Executive Vice 51 West 52nd Street Television
President and New York, NY 10019 CBS Corporation
Chief Financial 51 West 52nd Street
Officer New York, NY 10019
Nancy Tellem CBS Paramount Network President
Executive Vice Television CBS Paramount Network Television Entertainment
President Entertainment Group Group
7800 Beverly Boulevard 7800 Beverley Boulevard
Los Angeles, CA 90036 Los Angeles, CA 90036
Page 25 of 36
SCHEDULE IV
(CONTINUED)
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS BROADCASTING INC.
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief
Senior Vice 51 West 52nd Street Accounting Officer
President and New York, NY 10019 CBS Corporation
Controller 51 West 52nd Street
New York, NY 10019
Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer
Senior Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
Treasurer New York, NY 10019
Richard M. Jones CBS Corporation Senior Vice President and General Tax Counsel
Senior Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
General Tax Counsel New York, NY 10019
Angeline C. Straka CBS Corporation Senior Vice President, Deputy General Counsel
Senior Vice 51 West 52nd Street and Secretary
President and New York, NY 10019 CBS Corporation
Secretary 51 West 52nd Street
New York, NY 10019
Page 26 of 36
SCHEDULE V
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
WESTINGHOUSE CBS HOLDING COMPANY, INC.
DIRECTORS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Louis J. Briskman CBS Corporation Executive Vice President and General Counsel
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief
51 West 52nd Street Accounting Officer
New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial
51 West 52nd Street Officer
New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Leslie Moonves CBS Corporation President and Chief Executive Officer
Chairman 51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial
President 51 West 52nd Street Officer
New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Anthony G. Ambrosio CBS Corporation Executive Vice President, Human Resources and
Executive Vice 51 West 52nd Street Administration
President, Human New York, NY 10019 CBS Corporation
Resources and 51 West 52nd Street
Administration New York, NY 10019
Page 27 of 36
SCHEDULE V
(CONTINUED)
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
WESTINGHOUSE CBS HOLDING COMPANY, INC.
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Louis J. Briskman CBS Corporation Executive Vice President and General Counsel
Executive Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
Assistant Secretary New York, NY 10019
Jonathan H. CBS Broadcasting Inc. Executive Vice President and General Counsel
Anschell 7800 Beverly Boulevard CBS Broadcasting Inc.
Executive Vice Los Angeles, CA 90036 51 West 52nd Street
President, General New York, NY 10019
Counsel and
Assistant Secretary
Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief
Senior Vice 51 West 52nd Street Accounting Officer
President New York, NY 10019 CBS Corporation
51 West 52nd Street
New York, NY 10019
Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer
Senior Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
Treasurer New York, NY 10019
Richard M. Jones CBS Corporation Senior Vice President and General Tax Counsel
Senior Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
General Tax Counsel New York, NY 10019
Angeline C. Straka CBS Corporation Senior Vice President, Deputy General Counsel
Senior Vice 51 West 52nd Street and Secretary
President and New York, NY 10019 CBS Corporation
Secretary 51 West 52nd Street
New York, NY 10019
Page 28 of 36
SCHEDULE VI
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS CORPORATION
DIRECTORS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Sumner M. Redstone CBS Corporation Executive Chairman of the Board of CBS
1515 Broadway Corporation, Chairman and Chief
New York, NY 10036 Executive Officer of National
Amusements, Inc. and Chairman and
President of NAIRI, Inc.
CBS Corporation
1515 Broadway
New York, NY 10036
David R. Andelman Lourie and Cutler, P.C. Attorney
60 State Street Lourie and Cutler, P.C.
Boston, MA 02109 60 State Street
Boston, MA 02109
Joseph A. Califano The National Center on Chairman and President
Jr. Addiction and The National Center on Addiction and
Substance Abuse at Substance Abuse at Columbia University
Columbia University 633 Third Avenue, 19th Floor
633 Third Avenue, 19th New York, NY 10017
Floor
New York, NY 10017
William S. Cohen The Cohen Group Chairman and Chief Executive Officer
1200 19th Street, N.W. The Cohen Group
Suite 400 1200 19th Street, N.W.
Washington, D.C. 20036 Suite 400
Washington, D.C. 20036
Gary L. Countryman Liberty Mutual Chairman Emeritus
175 Berkeley Street Liberty Mutual
Boston, MA 02116 175 Berkeley Street
Boston, MA 02116
Charles K. Gifford Bank of America Chairman Emeritus
100 Federal Street Bank of America
Boston, MA 02110 100 Federal Street
Boston, MA 02110
Leonard Goldberg Mandy Films President
9201 Wilshire Mandy Films
Boulevard, Suite 206 9201 Wilshire Boulevard, Suite 206
Beverly Hills, CA 90210 Beverly Hills, CA 90210
Page 29 of 36
SCHEDULE VI
(CONTINUED)
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS CORPORATION
DIRECTORS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION
IN WHICH EMPLOYMENT IS CONDUCTED
Bruce S. Gordon c/o CBS Corporation Retired Verizon Executive; Former President and
51 West 52nd Street Chief Executive Officer of National
New York, NY 10019 Association for the Advancement of Colored
People
c/o CBS Corporation
51 West 52nd Street
New York, NY 10019
Linda M. Griego Griego Enterprises, President and Chief Executive Officer
Inc. Griego Enterprises, Inc.
644 South Figueroa 644 South Figueroa Street
Street Los Angeles, CA 90017
Los Angeles, CA 90017
Arnold Kopelson Kopelson Entertainment Co-Chairman & President
1900 Avenue of the Kopelson Entertainment
Stars, Suite 500 1900 Avenue of the Stars, Suite 500
Los Angeles, CA 90067 Los Angeles, CA 90067
Doug Morris Universal Music Group Chairman & CEO
1755 Broadway 1755 Broadway
7th Floor 7th Floor
New York, NY 10019 New York, NY 10019
Leslie Moonves CBS Corporation President and Chief Executive Officer
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Shari E. Redstone National Amusements, President of National Amusements, Inc. and
Inc. Executive Vice President of NAIRI, Inc.
200 Elm Street National Amusements, Inc.
Dedham, MA 02026 200 Elm Street
Dedham, MA 02026
Frederic V. Salerno CBS Corporation Retired
51 West 52nd Street Not Applicable
New York, NY 10019
Page 30 of 36
SCHEDULE VI
(CONTINUED)
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS CORPORATION
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Sumner M. Redstone CBS Corporation Executive Chairman of the Board of CBS
Executive Chairman 1515 Broadway Corporation, Chairman and Chief Executive
of the Board New York, NY 10036 Officer of National Amusements, Inc. and
Chairman and President of NAIRI, Inc.
CBS Corporation
1515 Broadway
New York, NY 10036
Leslie Moonves CBS Corporation President and Chief Executive Officer
President and 51 West 52nd Street CBS Corporation
Chief Executive New York, NY 10019 51 West 52nd Street
Officer New York, NY 10019
Anthony G. Ambrosio CBS Corporation Executive Vice President, Human Resources and
Executive Vice 51 West 52nd Street Administration
President, Human New York, NY 10019 CBS Corporation
Resources and 51 West 52nd Street
Administration New York, NY 10019
Louis J. Briskman CBS Corporation Executive Vice President and General Counsel
Executive Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
General Counsel New York, NY 10019
Martin D. Franks CBS Corporation Executive Vice President, Planning, Policy and
Executive Vice 51 West 52nd Street Government Relations
President, New York, NY 10019 CBS Corporation
Planning, Policy 51 West 52nd Street
and Government New York, NY 10019
Relations
Susan C. Gordon CBS Corporation Senior Vice President, Controller and Chief
Senior Vice 51 West 52nd Street Accounting Officer
President, New York, NY 10019 CBS Corporation
Controller and 51 West 52nd Street
Chief Accounting New York, NY 10019
Officer
Page 31 of 36
SCHEDULE VI
(CONTINUED)
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
CBS CORPORATION
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION IN
WHICH EMPLOYMENT IS CONDUCTED
Joseph R. Ianniello CBS Corporation Senior Vice President, Finance and Treasurer
Senior Vice 51 West 52nd Street CBS Corporation
President, Finance New York, NY 10019 51 West 52nd Street
and Treasurer New York, NY 10019
Richard M. Jones CBS Corporation Senior Vice President and General Tax Counsel
Senior Vice 51 West 52nd Street CBS Corporation
President and New York, NY 10019 51 West 52nd Street
General Tax Counsel New York, NY 10019
Fredric G. Reynolds CBS Corporation Executive Vice President and Chief Financial
Executive Vice 51 West 52nd Street Officer
President and New York, NY 10019 CBS Corporation
Chief Financial 51 West 52nd Street
Officer New York, NY 10019
Gil Schwartz CBS Corporation Executive Vice President, Corporate
Executive Vice 51 West 52nd Street Communications
President, New York, NY 10019 CBS Corporation
Corporate 51 West 52nd Street
Communications New York, NY 10019
Martin M. Shea CBS Corporation Executive Vice President, Investor Relations
Executive Vice 51 West 52nd Street CBS Corporation
President, New York, NY 10019 51 West 52nd Street
Investor Relations New York, NY 10019
Angeline C. Straka CBS Corporation Senior Vice President, Deputy General Counsel
Senior Vice 51 West 52nd Street and Secretary
President, Deputy New York, NY 10019 CBS Corporation
General Counsel 51 West 52nd Street
and Secretary New York, NY 10019
Page 32 of 36
SCHEDULE VII
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
NAIRI, INC.
DIRECTORS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION
IN WHICH EMPLOYMENT IS CONDUCTED
George S. Abrams Winer & Abrams Attorney
60 State Street Winer & Abrams
Boston, MA 02109 60 State Street
Boston, MA 02109
David R. Andelman Lourie and Cutler, P.C. Attorney
60 State Street Lourie and Cutler, P.C.
Boston, MA 02109 60 State Street
Boston, MA 02109
Philippe P. Dauman Viacom Inc. President and Chief Executive Officer
1515 Broadway Viacom Inc.
New York, NY 10036 1515 Broadway
New York, NY 10036
Shari E. Redstone National Amusements, President of National Amusements, Inc. and
Inc. Executive Vice President of NAIRI, Inc.
200 Elm Street National Amusements, Inc.
Dedham, MA 02026 200 Elm Street
Dedham, MA 02026
Sumner M. Redstone National Amusements, Executive Chairman of the Board of CBS
Inc. Corporation, Chairman and Chief Executive
200 Elm Street Officer of National Amusements, Inc. and
Dedham, MA 02026 Chairman and President of NAIRI, Inc.
National Amusements, Inc.
200 Elm Street
Dedham, MA 02026
Page 33 of 36
SCHEDULE VII
(CONTINUED)
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
NAIRI, INC.
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION
IN WHICH EMPLOYMENT IS CONDUCTED
Sumner M. Redstone National Amusements, Executive Chairman of the Board of CBS
Chairman and Inc. Corporation, Chairman and Chief Executive
President 200 Elm Street Officer of National Amusements, Inc. and
Dedham, MA 02026 Chairman and President of NAIRI, Inc.
National Amusements, Inc.
200 Elm Street
Dedham, MA 02026
Shari E. Redstone National Amusements, President of National Amusements, Inc. and
Executive Vice Inc. Executive Vice President of NAIRI, Inc.
President 200 Elm Street National Amusements, Inc.
Dedham, MA 02026 200 Elm Street
Dedham, MA 02026
Jerome Magner National Amusements, Vice President and Treasurer of National
Vice President and Inc. Amusements, Inc. and NAIRI, Inc.
Treasurer 200 Elm Street National Amusements, Inc.
Dedham, MA 02026 200 Elm Street
Dedham, MA 02026
Richard Sherman National Amusements, Vice President of National Amusements, Inc.
Vice President and Inc. and NAIRI, Inc.
Assistant Secretary 200 Elm Street National Amusements, Inc.
Dedham, MA 02026 200 Elm Street
Dedham, MA 02026
Tilly Berman National Amusements, Secretary
Secretary Inc. National Amusements, Inc.
200 Elm Street 200 Elm Street
Dedham, MA 02026 Dedham, MA 02026
Page 34 of 36
SCHEDULE VIII
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
NATIONAL AMUSEMENTS, INC.
DIRECTORS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION
IN WHICH EMPLOYMENT IS CONDUCTED
George S. Abrams Winer & Abrams Attorney
60 State Street Winer & Abrams
Boston, MA 02109 60 State Street
Boston, MA 02109
David R. Andelman Lourie and Cutler, P.C. Attorney
60 State Street Lourie and Cutler, P.C.
Boston, MA 02109 60 State Street
Boston, MA 02109
Philippe P. Dauman Viacom Inc. President and Chief Executive Officer
1515 Broadway Viacom Inc.
New York, NY 10036 1515 Broadway
New York, NY 10036
Shari E. Redstone National Amusements, President of National Amusements, Inc. and
Inc. Executive Vice President of NAIRI, Inc.
200 Elm Street National Amusements, Inc.
Dedham, MA 02026 200 Elm Street
Dedham, MA 02026
Sumner M. Redstone National Amusements, Executive Chairman of the Board of CBS
Inc. Corporation, Chairman and Chief Executive
200 Elm Street Officer of National Amusements, Inc. and
Dedham, MA 02026 Chairman and President of NAIRI, Inc.
National Amusements, Inc.
200 Elm Street
Dedham, MA 02026
Page 35 of 36
SCHEDULE VIII
(CONTINUED)
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF
NATIONAL AMUSEMENTS, INC.
EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL ADDRESS OF CORPORATION
IN WHICH EMPLOYMENT IS CONDUCTED
Sumner M. Redstone National Amusements, Executive Chairman of the Board of CBS
Chairman and Chief Inc. Corporation, Chairman and Chief Executive
Executive Officer 200 Elm Street Officer of National Amusements, Inc. and
Dedham, MA 02026 Chairman and President of NAIRI, Inc.
National Amusements, Inc.
200 Elm Street
Dedham, MA 02026
Shari E. Redstone National Amusements, President of National Amusements, Inc. and
President Inc. Executive Vice President of NAIRI, Inc.
200 Elm Street National Amusements, Inc.
Dedham, MA 02026 200 Elm Street
Dedham, MA 02026
Jerome Magner National Amusements, Vice President and Treasurer of National
Vice President and Inc. Amusements, Inc. and NAIRI, Inc.
Treasurer 200 Elm Street National Amusements, Inc.
Dedham, MA 02026 200 Elm Street
Dedham, MA 02026
Richard Sherman National Amusements, Vice President of National Amusements, Inc.
Vice President and Inc. and NAIRI, Inc.
Assistant Secretary 200 Elm Street National Amusements, Inc.
Dedham, MA 02026 200 Elm Street
Dedham, MA 02026
Tilly Berman National Amusements, Secretary
Secretary Inc. National Amusements, Inc.
200 Elm Street 200 Elm Street
Dedham, MA 02026 Dedham, MA 02026
Page 36 of 36