Infinity Network Inc · SC 13D · Infinity Network Inc · On 2/10/95

Filed On 2/10/95   ·   SEC File 5-43877   ·   Accession Number 918973-95-4

General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              9     37K 

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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.1

Westwood One, Inc.
__________________
(Name of Issuer)

Common Stock, Par Value $.01 Per Share
______________________________________
(Title of Class Securities) 

961815107 
_________ 
(CUSIP Number)

Farid Suleman 
Vice President Finance
600 Madison Avenue
New York, New York 10022 (212)750-6400
______________________________________
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

February 3, 1995 and September 27, 1994 
_______________________________________ 
(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 which  is  the subject  of  this Schedule  13D, and    
is filing  this schedule because  of Rule 13d- 1(b)(3) or (4), check the        
following box     .                                                             
____                                                

Check the following box if a fee is being paid with the statement     .  (A fee 
                                                        ____
is not required only if the reporting person:  (1) has a previous statement     
on file reporting beneficial ownership of more than five percent of the class   
of securities described in Item 1;  and  (2)  has filed no amendment subsequent 
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7.)                                                               

Note:   Six copies of this statement, including all exhibits, should be filed   
with the Commission.  See Rule 13d-1(a) 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).                                                   

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CUSIP No. 961815107                                                             

1.   Name of Reporting Person:                    Infinity Network Inc.         

S.S. or I.R.S Identification                                          
No. of Above Person:                         52-1859471               

2.   Check the Appropriate Box if a Member of a Group                           

                                  (a)  X     (b)
                                          ___        ___

3.   SEC Use Only                                                               

4.   Source of Funds:                             00                            

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                      

Number of Shares Beneficially Owned by Reporting Person With:         

7.   Sole Voting Power:                           None                          

8.   Shared Voting Power:                         8,415,690                     

9.   Sole Dispositive Power:                      6,500,000                     

10.  Shared Dispositive Power:                    None                          

11.  Aggregate Amount Beneficially Owned                                        
by Reporting Person:                         8,415,690                

12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:____ 

13.  Percent of Class Represented by Amount in Row (11):  25.4%                 

14.  Type of Reporting Person:                    CO                            

2 

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CUSIP No. 961815107                                                             

Item 1.   Security and Issuer.                                                  
___________________                                         

       The title of the class of equity securities to which this statement
relates is the common stock, par value $.01 per share  ("Common Stock"), of     
Westwood One, Inc., a Delaware corporation  (the  "Issuer"). The address of     
the principal executive offices of the Issuer is 600 Madison Avenue,            
New York, NY  10022.                                                            

Item 2.   Identity and Background.                                              
_______________________                                     

(a)  Name:                                                  

    The name of the person filing this statement is Infinity Network
Inc. ("INI").                                                                   

Each of the following persons (collectively,  the "Executive
Officers and Directors")  is an executive  officer or director of INI or        
Infinity Broadcasting Corporation, a Delaware corporation and the sole          
stockholder of INI ("Infinity"):                                                

Gerald Carrus                                               
Michael A. Wiener                                           
Mel Karmazin                                                
Farid Suleman                                               
Alan R. Batkin                                              
Steven A. Lerman                                            
James L. Singleton                                          
James A. Stern                                              
Jeffrey Sherman                                             

(b)  Principal Business or Occupation:                      

       The  present  principal business  of  each  of INI  and Infinity is
radio broadcasting and related businesses.                                      

Set  forth below are  the present principal occupations or  
employment of the Executive Officers and Directors:                             

       Gerald Carrus is Chairman of the Board, Treasurer and a director of
       Infinity.  He is also Chairman of the Board, Treasurer and director
of INI.                                                     

  Michael A. Wiener is Co-Chairman of the Board, Secretary and a
         director of Infinity.  He is also Co-Chairman of the Board, Secretary
and a director of INI.                                      

3 
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CUSIP No. 961815107                                                             

        Mel Karmazin is President, Chief Executive Officer and a director of
       Infinity.  He is President and a director of INI.  He is also Chief
Executive Officer  and a director of the Issuer.            

        Farid Suleman is Vice President-Finance, Chief Financial Officer and
       a director of Infinity.  He is Vice President-Finance and Assistant
       Secretary of INI. He is also Chief Financial Officer and a director
of the Issuer.                                              

        Alan R. Batkin is a  director of Infinity.  He is  Vice Chairman  of
 Kissinger  Associates,  Inc., a business engaged in strategic
geopolitical consulting.                                    

     Steven A. Lerman is a  director  of Infinity.  He  is a member of
      Leventhal, Senter & Lerman, a law firm  which regularly  serves as
outside counsel to Infinity with respect to certain matters,
      particularly matters before the Federal Communications Commission.

   Jeffrey Sherman is a director of Infinity.  He is the president
and Chief Operating Officer of Bloomingdale's.              

James  L. Singleton is director of Infinity.  He is the Vice
Chairman of the Cypress Group Inc.                          

       James A.  Stern is a  director of Infinity.   He is the Chairman of
The Cypress Group Inc.                                      

(c)  Business Addresses:                                    

The current address of each of INI's and  NYNY Infinity's   
principal business and office is  600 Madison Avenue, New York, NY  10022.      

     The following are the current business addresses of the Executive
Officers and Directors:                                                         

Gerald Carrus                                               
c/o Infinity Broadcasting Corporation                       
600 Madison Avenue                                          
New York, NY  10022                                         

Michael A. Wiener                                           
c/o Infinity Broadcasting Corporation                       
600 Madison Avenue                                          
New York, NY  10022                                         

4 
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CUSIP No. 961815107                                                             

Mel Karmazin                                                
c/o Infinity Broadcasting Corporation                       
600 Madison Avenue                                          
New York, NY  10022                                         

Farid Suleman                                               
c/o Infinity Broadcasting Corporation                       
600 Madison Avenue                                          
New York, NY  10022                                         

Alan R. Batkin                                              
c/o Kissinger Associates, Inc.                              
350 Park Avenue                                             
New York, NY  10022                                         

Steven A. Lerman                                            
Leventhal, senter & Lerman                                  
Suite 600                                                   
2000 K Street, N.W.                                         
Washington, D.C.  2006-1809                                 

Jeffrey Sherman                                             
Bloomingdale's                                              
1000 Third Avenue                                           
New York, NY  10022                                         

James L. Singleton                                          
The Cypress Group Inc.                                      
425 Lexington Avenue                                        
New York, NY  10017                                         

James A. Stern                                              
The Cypress Group Inc.                                      
425 Lexington Avenue                                        
New York, NY  10017                                         

(d)  No convictions in criminal proceedings:                

During the last five  years, none of INI,  Infinity and the 
Executive Officers  and  Directors has  been convicted  in a criminal           
proceeding  (excluding  traffic  violations  or similar misdemeanors).          

5 
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CUSIP No. 961815107                                                             

(e)  No securities laws violation:                          

During the last five  years, none of INI, Infinity  and the 
Executive Officers and Directors has been a party to  a civil proceeding  of a  
judicial  or administrative  body of  competent jurisdiction  where  the        
result   of  such  proceeding  was  the imposition  of 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.                                            

(f)  State of Organization or Citizenship:                  

 INI and Infinity are organized under the laws of the State of
Delaware.                                                                       

Item 3.   Source and Amount of Funds and Other Consideration                    
__________________________________________________          

Not applicable.                                             

Item 4.   Purpose of Transaction.                                               
______________________                                      

     This  Amendment No.1 is filed to  report the vesting of Incentive
Warrants, as hereinafter defined, to purchase 500,000 shares  of  the Common    
Stock  at  $3.00  per  share (subject  to adjustment) and the vesting of a      
Purchase Warrant, as hereinafter defined, to  purchase  1,000,000 shares of     
the  Common Stock  at $3.00 per share (subject to adjustment).                  

Incentive Warrants                                          
__________________                                          

On  February 3, 1994,  as incentive  compensation under the 
Management  Agreement dated  as  of  February  3, 1994  (the "Management        
Agreement"), between  Infinity  and the  Issuer, the Issuer  issued  to  INI    
warrants  (collectively,  the  "Incentive Warrants")  to purchase up to an      
aggregate of 1,500,000 shares of the Common Stock  exercisable as follows:      
(i) 500,000 shares  at $3.00  per share  (subject  to adjustment)  if  the      
_                                                                             
Common  Stock reaches a price  of $10.00  per share on  at least  20 out of     
30 consecutive  trading days  during which  the national  securities exchanges  
are open  for trading  ("Trading Days");  (ii) 500,000 shares at $4.00 per      
        __
share (subject to adjustment) if  the Common Stock reaches a price  of $15.00   
per share on at  least 20 out of 30  Trading Days;  and (iii)  500,000 shares   
                                     ___
at $5.00  per share (subject  to adjustment) if the  Common Stock reaches       
a price of $20.00 per share on at least 20 out of 30 Trading Days.              

6 
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CUSIP No. 961815107                                                             

       On September 27, 1994, the Common Stock reached a price of at least
$10.00 per share on at least 20 out of 30 consecutive Trading Days, and,        
accordingly,  an Incentive Warrant to purchase 500,000 shares of  the Common    
Stock at $3.00  per share  vested. Such Incentive Warrant may be exercised at   
any time prior to  the close  of business  on February  3, 2004,  after which   
time such Incentive Warrant will terminate.                                     

      On February 3, 1994,  pursuant to a Securities Purchase Agreement,
dated as of  November 4, 1994, between the  Issuer and INI, INI  purchased a    
warrant  to purchase, for  a period of  ten years after February  3, 1994,  up  
to an  aggregate of  3,000,000 shares of  the Common  Stock at  an exercise     
price of  $3.00 per share, subject to adjustment (the "Purchase Warrant").      

      The Purchase Warrant will become exercisable in three equal annual
installments of 1,000,000  shares  commencing  on February 3 of each of 1995,   
1996 and 1997, subject to adjustment in certain events  as set forth therein.   
The Purchase Warrant will become immediately exercisable with respect to all    
shares of underlying Common Stock if the Management Agreement is terminated     
for any reason other than for cause.                                            

       On  February 3,  1995, 1,000,000  shares of  the Common Stock under
the Purchase Warrant vested.                                                    

Item 5.   Interest in Securities of the Issuer.                                 
____________________________________                        

(a)  Aggregate Number and Percentage Owned.                 
__________________________________________                  

    See Items 11 and  13 of the cover page  attached hereto for  the
aggregate number and percentage of the Common Stock held by INI as a result of  
the vesting described above.                                                    

     Pursuant to a Voting Agreement, dated as of February 3, 1994 (the
"Voting Agreement"), among the Issuer, Norman J. Pattiz and INI, INI and Mr.    
Pattiz agreed to vote all  shares of capital stock  of the  Issuer  held by     
them  to elect  their  respective designees to the Board of Directors of the    
Issuer.                                                                         

     Mr. Pattiz is the  beneficial owner of 1,915,690 shares of Common
Stock, which includes stock options to purchase 595,000 shares of  the  Common  
Stock granted  pursuant  to  Mr.  Pattiz' previous written  employment          
agreement.   Mr. Pattiz is  also the beneficial owner of 351,690 shares of the  
Issuer's Class B Stock, par value $.01 per share ("Class B Stock").  Each       
share of Class B Stock is convertible into one share of the Common Stock.       

7 
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CUSIP No. 961815107                                                             

   As a result of the vesting  described in Item 4 and Mr. Pattiz'
beneficial ownership, INI beneficially owns  8,415,690 shares  of Common Stock  
or approximately 25.4% of the outstanding Common Stock, having sole             
dispositive power over 6,500,000 shares and shared  voting power with  Mr.      
Pattiz over  8,415,690 shares. For purposes of calculating the percentage of    
Common Stock owned by INI, the 595,000 shares underlying Mr. Pattiz' options    
and the 351,690  shares of  Mr. Pattiz'  Class B Stock were included as Common  
Stock beneficially owned by  INI and  outstanding Common Stock.                 

(b)  Voting and Investment Power                            
___________________________                       

     See Items 7-10  of the cover pages  attached hereto and Item 5(a)
above for the  number of shares of the Common  Stock as to which INI has the    
sole or shared power to vote  or direct the vote  and  the sole  or shared      
power  to dispose  or  direct the disposition.                                  

(c)  Description of Transactions.                           
___________________________                       

        See Item 4 for a description  of  the  transaction pursuant to which
the  right of INI to acquire  additional shares of the Common Stock vested.     

(d)  Dividends, Proceeds, etc.                              

Not applicable.                                             

(e)  Date ceased to be beneficial owner                     

Not applicable.                                             

Item 6.   Contracts, Arrangements, Understandings or Relationships with         
 _____________________________________________________________
respect to Securities of the Issuer.                        
____________________________________                        

See Item 4.                                                 

Item 7.   Material to be Filed as Exhibits.                                     
________________________________                            

         Exhibit 4 --   Purchase Warrant, dated as of February 3, 1994, issued
                       by the Issuer to INI, to purchase 3,000,000 shares of
                       Common Stock at an exercise price of $3.00 per share.
                (This exhibit can be found as Exhibit 4 to the
                      Issuer's Schedule 13D filed on February 14, 1994 and
       is incorporated herein by reference.)

8 
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CUSIP No. 961815107                                                             

   Exhibit 5 --   Incentive Warrant, dated as of February 3, 1994,
                    issued by the Issuer to Infinity or its designated
                       affiliate, to purchase 500,000 shares of Common Stock
                        at an exercise price of $3.00 per share. (This exhibit
                    can be found as Exhibit 5 to the Issuer's Schedule
                    13D filed on February 14, 1994 and is incorporated
herein by reference.)         

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.                                                                    

February 10, 1995                       /s/  Farid Suleman                      
_________________                       _____________________________________   
Date                               Farid Suleman                      
                          Vice President-Finance and
                           Assistant Secretary

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</PAGE>                                                                         

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D Filing		Date		First		Last			Other Filings
		2/3/94		6		9
		2/14/94		8		9			SC 13D
		9/27/94		1		7
		11/4/94		7
		2/3/95		1		7
Filed On / Filed As Of		2/10/95		9					SC 13D/A
		2/3/4		7
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