Westwood One Inc /DE/ - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
13 Giugno 2008 - 11:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule 14A-101
)
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant
S
Filed
by a Party other than the Registrant
£
Check
appropriate box:
£
|
Preliminary
Proxy Statement
|
£
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Confidential,
For Use of the Commission Only (as permitted
|
|
by
Rule 14a-6(e)(2))
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£
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Definitive
Proxy Statement
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S
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Definitive
Additional Materials
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£
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Soliciting
Material under Rule 14a-12
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WESTWOOD
ONE, INC.
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(Name
of Registrant as Specified in Its
Charter)
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(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of filing fee (Check the appropriate box):
S
|
No
fee required.
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£
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1) Title
of each class of securities to which transaction
applies:
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(2) Aggregate
number of securities to which transaction applies:
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(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed
maximum aggregate value of transaction:
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(5) Total
fee paid:
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£
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Fee
paid previously with preliminary materials:
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£
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
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(1) Amount
Previously Paid:
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(2) Form,
Schedule or Registration Statement No.:
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(3) Filing
Party:
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(4) Date
Filed:
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David
Hillman, General Counsel of Westwood One, Inc., sent the following email
communication to certain of the Company
’
s security
holders on June 13, 2008:
Our
records indicate that [Name of Security Holder] is a shareholder of Westwood
One, Inc. (NYSE: WON). This coming Tuesday, June 17, 2008, a special
meeting of our shareholders is scheduled to take place to vote on an investment
in Westwood One by The Gores Group, LLC. Management strongly
recommends that shareholders approve all of the proposals for consideration on
Tuesday, as the Gores transaction is the best available alternative for Westwood
One to pursue its short-term and long-term strategic goals. We hope
that we can count on your support, and would appreciate the opportunity to
discuss the deal with you. Our CEO Tom Beusse (212-641-2109), CFO
Gary Yusko (212-373-5311) and/or I are available to speak with you at your
convenience. Please do not hesitate to give us a
call. Thanks.
About Westwood
One
Westwood
One (NYSE: WON) is a platform-agnostic content company providing over 150 news,
sports, music, talk, entertainment programs, features and live events to
numerous media partners. Through its subsidiaries, Metro Networks/Shadow
Broadcast Services, Westwood One provides local content to the radio and TV
industries and to the Web. This content includes news, sports, weather, traffic,
video news services and other information. SmartRoute Systems manages traffic
information centers for state and local departments of transportation, and
markets traffic and travel content to wireless, Internet, in-vehicle navigation
systems and voice portal customers. Westwood One serves more than 5,000 radio
stations. For more information please visit
www.westwoodone.com
.
Certain
statements herein may constitute “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The words or phrases
“guidance,” “expect,” “anticipate,” “estimates” and “forecast” and similar words
or expressions are intended to identify such forward-looking statements. In
addition any statements that refer to expectations or other characterizations of
future events or circumstances are forward-looking statements. Various risks
that could cause future results to differ from those expressed by the
forward-looking statements included in this release include, but are not limited
to: changes in economic conditions in the U.S. and in other countries in which
Westwood One, Inc. currently does business (both generally and relative to the
broadcasting industry); advertiser spending patterns, including the notion that
orders are being placed in close proximity to air, limiting visibility of
demand; changes in the level of competition for advertising dollars;
technological changes and innovations; fluctuations in programming costs; shifts
in population and other demographics; changes in labor conditions; and changes
in governmental regulations and policies and actions of federal and state
regulatory bodies. Other key risks are described in the Company’s reports filed
with the SEC, including the Company’s annual report on Form 10-K for the year
ending December 31, 2007. Except as otherwise stated herein, Westwood One, Inc.
does not undertake any obligation to publicly update or revise any
forward-looking statements because of new information, future events or
otherwise.
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