UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Date of Report (Date of earliest event reported): November 7, 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

 

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))

 

 

Section 2		Financial Information
Item 2.02		Results of Operations and Financial Condition.

      On November 9, 2006, Westwood One, Inc. (the “Company”) issued a press release announcing earnings for the third quarter ended September 30, 2006. A copy of such press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.

Section 8		Other Events
Item 8.01		Other Events.

      On November 7, 2006, the Company’s Board of Directors (“Board”) declared a cash dividend of two cents ($0.02) per share on issued and outstanding shares of the Company’s common stock and a cash dividend of one and sixth tenth cents ($0.016) per share on issued and outstanding shares of the Company’s Class B stock, such dividends to be paid on December 15, 2006 to stockholders of record at the close of business on November 21, 2006. A copy of the press release announcing the cash dividend on the Company’s common stock is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.

      On November 9, 2006, the Company issued a press release announcing the Board’s formation of a Strategic Review Committee comprised of independent directors. A copy of such press release is furnished herewith as Exhibit 99.2 and is incorporated by reference herein in its entirety.

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 November 9, 2006, announcing earnings for the third quarter ended September 30, 2006 and the declaration of a cash dividend on the Company’s common stock and Class B stock.
99.2		Press Release, dated November 9, 2006, announcing the Board’s formation of a Strategic Review Committee.

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.

EXHIBIT INDEX

Current Report on Form 8-K
dated November 7, 2006

Westwood One, Inc.

Exhibit
No.		Description of Exhibit
99.1		Press Release, dated November 9, 2006, announcing earnings for the third quarter ended September 30, 2006 and the declaration of a cash dividend on the Company’s common stock and Class B stock.
99.2		Press Release, dated November 9, 2006, announcing the Board’s formation of a Strategic Review Committee.