FORM 8-K
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2006
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   001-14691   95-3980449
 
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer Identification
No.)
     
40 West 57th Street, 5th Floor
New York, NY
 
10019
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (212) 641-2000
 
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Section 2      Financial Information
Section 5       Corporate Governance and Management
Section 9      Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE


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Section 2      Financial Information
Item 2.02   Results of Operations and Financial Condition.
          On February 24, 2006, Westwood One, Inc. (the “Company”) issued a press release announcing earnings for the full year and fourth quarter ended December 31, 2005. A copy of such press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.
Section 5       Corporate Governance and Management
Item 5.02   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
  (b)   On February 22, 2006, Farid Suleman, a director of the Company, notified the Company of his resignation as a director of the Company, effective as of February 22, 2006.
Section 9      Financial Statements and Exhibits
Item 9.01   Financial Statements and Exhibits.
(d)   Exhibits.
          The following is a list of the exhibits filed as a part of this Form 8-K:
     
Exhibit    
No.   Description of Exhibit
 
   
99.1
  Press Release, dated February 24, 2006, announcing earnings for the full year and fourth quarter ended December 31, 2005.

 


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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  WESTWOOD ONE, INC.
 
 
Date: February 24, 2006  By:   /s/ David Hillman    
    Name:   David Hillman   
    Title:   Senior Vice President,
General Counsel and
Secretary 
 
 

 


Table of Contents

EXHIBIT INDEX
Current Report on Form 8-K
dated February 22, 2006
Westwood One, Inc.
     
Exhibit
No.   Description of Exhibit
 
   
99.1
  Press Release, dated February 24, 2006, announcing earnings for the full year and fourth quarter ended December 31, 2005.