<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INFINITY BROADCASTING CORPORATION
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
456 62S10 2
(CUSIP Number)
Bill M. Beverage, 2502 North Black Canyon Highway, Phoenix, Arizona 85009
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 7, 1999
(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 [ ].
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 filed 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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 456 62S 10 2 Page 2 of 10 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arturo R. Moreno
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
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
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 35,552,103
OWNED BY --------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
4,354,245
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
35,552,103
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,354,245
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,906,348
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
CUSIP No. 456 62S 10 2 Page 3 of 10 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRN Properties Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
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
Arizona
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,151,582
OWNED BY --------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
-0-
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,151,582
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,151,582
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
CUSIP No. 456 62S 10 2 Page 4 of 10 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carole D. Moreno
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 4,291,745
WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,291,745
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,291,745
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
CUSIP No. 456 62S 10 2 Page 5 of 10 Pages
The following statement on Schedule 13D (the "Schedule 13D") is being filed by
Arturo R. Moreno, BRN Properties Limited Partnership and Carole D. Moreno.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class A common stock, $0.01 par value
per share (the "Class A Common Stock"), of Infinity Broadcasting Corporation, a
Delaware corporation (the "Issuer"), whose principal office is located at 40
West 57th Street, New York, New York 10019.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name:
(1) Arturo R. Moreno
(2) BRN Properties Limited Partnership, a limited
partnership formed under the laws of the State of
Arizona ("BRN Properties"). BRN Properties is Mr.
Moreno's family limited partnership, and its sole
business is the ownership of Class A Common Stock and
other securities. Mr. Moreno is the sole general
partner of BRN Properties. Mr. Moreno disclaims
beneficial ownership of the shares of Class A Common
Stock beneficially owned by BRN Properties, except to
the extent of his partnership interest.
(3) Carole D. Moreno
(b) Residence or business address:
(1) Mr. Moreno: 2502 North Black Canyon Highway, Phoenix,
Arizona 85009.
(2) BRN Properties: 2502 North Black Canyon Highway,
Phoenix, Arizona 85009.
(3) Mrs. Moreno: 2502 North Black Canyon Highway,
Phoenix, Arizona 85009.
(c) Principal Occupation:
(1) Mr. Moreno is Chief Executive Officer of Outdoor
Systems, Inc., a wholly owned subsidiary of the
Issuer, and, as of December 9, 1999, a director of
the Issuer.
(2) N/A.
(3) N/A.
(d) None of Mr. Moreno, BRN Properties or Mrs. Moreno has, during
the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of Mr. Moreno, BRN Properties or Mrs. Moreno has been,
during the last five years, a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which proceeding either of them has been 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.
(f) Both Mr. Moreno and Mrs. Moreno are citizens of the United
States. BRN Properties is formed under the laws of the State
of Arizona.
<PAGE> 6
SCHEDULE 13D
CUSIP No. 456 62S 10 2 Page 6 of 10 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except for 5,000 shares of Class A Common Stock acquired by Mr. and
Mrs Moreno as joint tenants prior to the Merger (as described below), Mr.
Moreno, BRN Properties and Mrs. Moreno acquired their shares of Class A Common
Stock on December 7, 1999 in connection with the completion of the transactions
contemplated by the Agreement and Plan of Merger, dated as of May 27, 1999, as
amended (the "Merger Agreement"), among the Issuer, Outdoor Systems, Inc.
("OSI") and Burma Acquisition Corp. ("Subsidiary"). Pursuant to the Merger
Agreement, Subsidiary merged with and into OSI (the "Merger"), with OSI
surviving the Merger as a wholly owned subsidiary of the Issuer. At the
effective time of the Merger, (i) each share of the common stock, $0.01 par
value per share ("OSI Common Stock"), of OSI was converted into the right to
receive 1.25 fully paid and non-assessable shares of Class A Common Stock and
cash in lieu of fractional shares and (ii) each outstanding option to purchase
shares of OSI Common Stock was converted into an option to purchase that number
of shares of Class A Common Stock that equals the number of shares of OSI Common
Stock subject to the stock option, multiplied by 1.25, at an exercise price
equal to the pre-Merger exercise price divided by 1.25.
Mr. and Mrs. Levine acquired 5,000 shares of Class A Common Stock as
joint tenants prior to the Merger, which were acquired with personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
As described in Item 3 above, except for 5,000 shares of Class A
Common Stock acquired by Mr. and Mrs. Moreno as joint tenants prior to the
Merger, Mr. Moreno, BRN Properties and Mrs. Moreno acquired their shares of
Class A Common Stock beneficially owned by them pursuant to the Merger. Mr.
Moreno, BRN Properties and Mrs. Moreno hold the shares for investment purposes.
None of Mr. Moreno, BRN Properties or Mrs. Moreno have any present
plans or proposals that relate to or would result in:
a. The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
c. A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
d. Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board, except that Mr. Moreno and William S. Levine
became directors of the Issuer on December 9, 1999 as provided
in the Merger Agreement;
e. Any material change in the present capitalization or dividend
policy of the Issuer;
f. Any other material change in the Issuer's business or
corporate structure;
<PAGE> 7
SCHEDULE 13D
CUSIP No. 456 62S 10 2 Page 7 of 10 Pages
g. Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
i. A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
j. Any action similar to any of those enumerated above.
Mr. Moreno, BRN Properties and Mrs. Moreno, however, reserve the right
to take future actions that may have any of the consequences described above, to
acquire additional securities of the Issuer, to dispose of any such securities
at any time or to formulate other purposes, plans or proposals regarding the
Issuer or any of its securities, to the extent Mr. Moreno deems advisable in
light of his overall investment strategy, market conditions, the Issuer's
business prospects and any other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) Of the 35,552,103 shares of Class A Common Stock as to which
Mr. Moreno is indicated as having sole voting and dispositive
power, (i) 8,537,075 shares are owned by Mr. Moreno directly,
(ii) 5,151,582 shares are held of record by BRN Properties and
(iii) 21,863,446 shares may be purchased by Mr. Moreno
pursuant to options issued by the Issuer that are currently
exercisable or that become exercisable within 60 days of the
date hereof.
The 4,354,245 shares of Class A Common Stock as to which Mr.
Moreno is indicated as having shared voting power consist of
(i) 4,291,745 shares held by Mr. and Mrs. Moreno as joint
tenants and (ii) 62,500 shares held by The Moreno Family
Foundation (the "Moreno Family Foundation"), a charitable
organization.
Mr. Moreno disclaims beneficial ownership of the shares of
Class A Common Stock beneficially owned by BRN Properties,
except to the extent of his partnership interest. Mr. Moreno
is President and a member of the Board of Directors of the
Moreno Family Foundation and, by virtue of such position, may
be deemed to share voting and dispositive power over the
shares held by it. Mr. Moreno disclaims beneficial ownership
of the shares held by the Moreno Family Foundation.
Mr. Moreno does not have voting or dispositive power over
1,923,077 shares of Class A Common Stock held of record by
that certain rabbi trust (the "Rabbi Trust") reflected in the
Trust Agreement, dated as of December 6, 1999 (the "Trust
Agreement"), by and among the Issuer, UBS Trust Company, Mr.
Moreno and William S. Levine. William S. Levine serves as
Independent Administrator to the Rabbi Trust and has the sole
power to direct the trustee of the Rabbi Trust as to any
voting rights exercisable with respect to the shares of Class
A Common Stock held of record by the Rabbi Trust.
<PAGE> 8
SCHEDULE 13D
CUSIP No. 456 62S 10 2 Page 8 of 10 Pages
(c) None of Mr. Moreno, BRN Properties or Mrs. Moreno effected any
transactions in Class A Common Stock of the Issuer in the last
60 days.
(d) N/A.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Moreno, BRN Properties and Mrs. Moreno are parties to a
Stockholders Agreement (the "Infinity Stockholders Agreement"), dated as of May
27, 1999, as amended as of July 15, 1999, among the Issuer, Mr. Moreno, William
S. Levine, a director and stockholder of the Issuer, Mrs. Moreno, BRN Properties
and Levine Investments Limited Partnership. The Infinity Stockholders Agreement
was entered into concurrently and in connection with the Merger Agreement.
Pursuant to the Infinity Stockholders Agreement, Mr. Moreno, BRN Properties and
Mrs. Moreno agreed to the following transfer restrictions on their shares of
Class A Common Stock received in the Merger or that may be acquired upon the
exercise of stock options assumed by the Issuer in connection with the Merger:
(a) for the first year after December 7, 1999, Mr. Moreno, BRN
Properties and Mrs. Moreno may not transfer a total number of
shares having a fair market value in excess of $100 million in
the aggregate for the three of them;
(b) for the second year following December 7, 1999, Mr. Moreno,
BRN Properties and Mrs. Moreno may not transfer a number of
shares in excess of the sum of (x) 50% of the total number of
shares held by Mr. Moreno, BRN Properties and Mrs. Moreno on
December 7, 2000 plus (y) a total number of shares having a
fair market value equal to $100 million in the aggregate, to
the extent that the $100 million availability was not utilized
in the first year.
Exceptions to these transfer restrictions permit Mr. Moreno, BRN
Properties and Mrs. Moreno to pledge additional shares up to a maximum number of
shares with a fair market value which, when added to the then fair market value
of other shares pledged after December 7, 1999, will not exceed $100 million in
the aggregate for the three of them. All transfer restrictions terminate on
December 7, 2001.
Mr. Moreno, BRN Properties and Mrs. Moreno are parties to a
Registration Rights Agreement (the "Registration Rights Agreement"), dated as of
December 7, 1999, among the Issuer, Mr. Moreno, William S. Levine, a director
and stockholder of the Issuer, Mrs. Moreno, BRN Properties and Levine
Investments Limited Partnership. The Registration Rights Agreement provides for
certain registration rights with respect to shares of Class A Common Stock
issued to Mr. Moreno, BRN Properties and Mrs. Moreno in the Merger.
Mr. Moreno is a party to the Trust Agreement, which provides for, among
other things, the deposit in the Rabbi Trust of 1,923,077 shares of Class A
Common Stock.
<PAGE> 9
SCHEDULE 13D
CUSIP No. 456 62S 10 2 Page 9 of 10 Pages
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
99.1 Joint Filing Agreement dated as of December 17, 1999, by and
between Arturo R. Moreno, Carole D. Moreno and BRN Properties
Limited Partnership.
99.2 Stockholders Agreement, dated as of May 27, 1999, among the
Issuer, William S. Levine, Arturo R. Moreno, Carole D. Moreno,
Levine Investments Limited Partnership and BRN Properties
Limited Partnership (Incorporated by reference to Exhibit 99.2
to the Current Report on Form 8-K, dated June 3, 1999, of
Outdoor Systems, Inc.).
99.3 Amendment No. 1 to the Stockholders Agreement, dated as of
July 15, 1999, among the Issuer, William S. Levine, Arturo R.
Moreno, Carole D. Moreno, Levine Investments Limited
Partnership and BRN Properties Limited Partnership
(Incorporated by reference to Exhibit 2.4 to the Issuer's
Registration Statement No. 333-88363 on Form S-4 filed on
October 4, 1999).
99.4 Form of Registration Rights Agreement (Incorporated by
reference to Exhibit 99.4 to the Current Report on Form 8-K,
dated June 3, 1999, of Outdoor Systems, Inc.).
99.5 Trust Agreement, dated as of December 6, 1999, by and among
Infinity Broadcasting Corporation, UBS Trust Company, Arturo
R. Moreno and William S. Levine (Incorporated by reference to
Exhibit 99.2 to Schedule 13D filed by William S. Levine with
the Commission on December 17, 1999).
<PAGE> 10
SCHEDULE 13D
CUSIP No. 456 62S 10 2 Page 10 of 10 Pages
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.
Date: December 17, 1999
/s/ ARTURO R. MORENO
-------------------------------------
Arturo R. Moreno
/s/ CAROLE D. MORENO
-------------------------------------
Carole D. Moreno
BRN PROPERTIES LIMITED PARTNERSHIP
By: /s/ ARTURO R. MORENO
---------------------------------
Arturo R. Moreno
General Partner
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
99.1 Joint Filing Agreement dated as of December 17, 1999,
by and between Arturo R. Moreno, Carole D. Moreno and
BRN Properties Limited Partnership.
99.2 Stockholders Agreement, dated as of May 27, 1999,
among the Issuer, William S. Levine, Arturo R.
Moreno, Carole D. Moreno, Levine Investments Limited
Partnership and BRN Properties Limited Partnership
(Incorporated by reference to Exhibit 99.2 to the
Current Report on Form 8-K, dated June 3, 1999, of
Outdoor Systems, Inc.).
99.3 Amendment No. 1 to the Stockholders Agreement, dated
as of July 15, 1999, among the Issuer, William S.
Levine, Arturo R. Moreno, Carole D. Moreno, Levine
Investments Limited Partnership and BRN Properties
Limited Partnership (Incorporated by reference to
Exhibit 2.4 to the Issuer's Registration Statement
No. 333-88363 on Form S-4 filed on October 4, 1999).
99.4 Form of Registration Rights Agreement (Incorporated
by reference to Exhibit 99.4 to the Current Report on
Form 8-K, dated June 3, 1999, of Outdoor Systems,
Inc.).
99.5 Trust Agreement, dated as of December 6, 1999, by and
among Infinity Broadcasting Corporation, UBS Trust
Company, Arturo R. Moreno and William S. Levine
(Incorporated by reference to Exhibit 99.2 to
Schedule 13D filed by William S. Levine with the
Commission on December 17, 1999).
</TABLE>
<PAGE> 1
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D (the
"Schedule 13D) to which this agreement is filed as an exhibit and all amendments
to such Schedule 13D are filed on behalf of each of the undersigned.
Date: December 17, 1999
/s/
---------------------------------
Arturo R. Moreno
/s/
---------------------------------
Carole D. Moreno
BRN PROPERTIES LIMITED PARTNERSHIP
By: /s/
---------------------------------
Arturo R. Moreno
General Partner
