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, Par Value $.01 Per Share
(Title of Class of Securities)
456 62S 10 2
(CUSIP Number)
Angeline C. Straka, Esq.
Vice President, Secretary and Deputy General Counsel
CBS Corporation
51 West 52nd Street
New York, 10019
(212) 975-3335
with a copy to
Marc S. Rosenberg, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
(212) 474-1676
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 8, 1998
(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 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).
(Continued on following page(s))
<PAGE>
SCHEDULE 13D
CUSIP No. 456 62S 10 2
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CBS Corporation
I.R.S. No. 25-0877540
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO; WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
SOLE VOTING POWER
7 57,798,165
SHARED VOTING POWER
NUMBER OF 8 642,201,835
SHARES
BENEFICIALLY SOLE DISPOSITIVE POWER
OWNED BY EACH
REPORTING 9 57,798,165
PERSON WITH
SHARED DISPOSITIVE POWER
10 642,201,835
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 700,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
81.8%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 456 625 62S 10 2
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westinghouse CBS Holding Company, Inc.
I.R.S. No. 25-1776511
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
SOLE VOTING POWER
7 0
SHARED VOTING POWER
NUMBER OF 8 642,201,835
SHARES
BENEFICIALLY SOLE DISPOSITIVE POWER
OWNED BY EACH
REPORTING 9 0
PERSON WITH
SHARED DISPOSITIVE POWER
10 642,201,835
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 642,201,835
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
80.5%
14 TYPE OF REPORTING PERSON
HC
<PAGE>
SCHEDULE 13D
CUSIP No. 456 625 62S 10 2
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CBS Broadcasting Inc.
I.R.S. No. 13-0590730
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
SOLE VOTING POWER
7 0
SHARED VOTING POWER
NUMBER OF 8 642,201,835
SHARES
BENEFICIALLY SOLE DISPOSITIVE POWER
OWNED BY EACH
REPORTING 9 0
PERSON WITH
SHARED DISPOSITIVE POWER
10 642,201,835
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 642,201,835
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
80.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, par value $.01 per
share ("Class A Common Stock"), of Infinity Broadcasting Corporation
("Issuer"), a Delaware corporation whose principal executive office is
located at 40 West 57th Street, New York, New York 10019. The beneficial
ownership of Class A Common Stock reported in this statement is pursuant to
the conversion rights of Class B Common Stock, par value $.01 per share, of
the Issuer ("Class B Common Stock") owned by each reporting person into
Class A Common Stock.
Item 2. Identity and Background.
The persons filing this statement are: (i) CBS Corporation ("CBS"), a
Pennsylvania corporation whose principal office and principal business
address is 51 West 52nd Street, New York, New York 10019; (ii) Westinghouse
CBS Holding Company, Inc., a wholly owned subsidiary of CBS ("Holding"),
whose principal office and principal business address is 51 West 52nd
Street, New York, New York 10019; and (iii) CBS Broadcasting Inc.
("Broadcasting"), a wholly owned subsidiary of Holding, whose principal
office and principal business address is 51 West 52nd Street, New York, New
York 10019.
CBS conducts its business directly and through various subsidiaries.
The operations of CBS, Holding and Broadcasting principally relate to
television, cable programming and, through the Issuer, radio broadcasting
and outdoor advertising.
During the last five years, neither CBS, Holding, Broadcasting nor, to
the knowledge of CBS, Holding or Broadcasting, any executive officer or
director of CBS, Holding or Broadcasting, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was 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.
The attached Schedule I is a list of the directors and executive
officers of CBS, Holding and Broadcasting which contains the following
information with respect to each such person:
(a) name;
(b) business address; and
(c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted.
Except for Robert E. Cawthorn, who is a British citizen, and Jan
Leschly, who is a Danish citizen, each person identified on Schedules 1-A,
1-B and 1-C hereto is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
CBS acquired its shares of Class B Common Stock, which, while held by
CBS or its affiliates or under certain other circumstances, are convertible
into shares of Class A Common Stock, through a recapitalization that
occurred on December 14, 1998 (the "Recapitalization"). Pursuant to the
Recapitalization, 90 shares of common stock, par value $1.00 per share, of
the Issuer ("Common Stock") owned by CBS were converted into 57,798,165
shares of Class B Common Stock. CBS acquired its shares of Common Stock
from the Issuer on December 3, 1998, in exchange for the transfer to the
Issuer of certain radio assets.
<PAGE>
Broadcasting acquired its shares of Class B Common Stock in the
Recapitalization. Pursuant to the Recapitalization, 1,000 shares of Common
Stock owned by Broadcasting were converted into 642,201,835 shares of Class
B Common Stock. Broadcasting acquired its shares of Common Stock in
exchange for cash pursuant to a stock subscription agreement, dated as of
September 16, 1998.
Item 4. Purpose of Transaction.
The shares of Common Stock (subsequently converted into shares of
Class B Common Stock) were acquired by CBS and Broadcasting as part of a
reorganization (the "Reorganization") pursuant to which CBS and
Broadcasting contributed to the Issuer the radio and outdoor advertising
business of CBS and its subsidiaries. Included in the contribution were all
of CBS's out-of-home media assets, including those of Broadcasting,
Infinity Media Corporation (formerly Infinity Broadcasting Corporation), a
Delaware corporation (including TDI Worldwide, Inc., a Delaware
corporation) and CBS Radio Inc. (formerly American Radio Systems
Corporation), a Delaware corporation.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of December 8, 1998, Broadcasting has, through the
conversion of its Common Stock and the conversion rights of its Class B
Common Stock, voting and investment power with respect to 642,201,835
shares of Class A Common Stock. CBS and Holding may be deemed to
beneficially own all the Class B Common Stock directly held by
Broadcasting.
As of December 8, 1998, CBS has, through the conversion of its Common
Stock and the conversion rights of its Class B Common Stock, voting and
investment power with respect to 700,000,000 shares of Class A Common
Stock, including 57,798,165 shares of Class B Common Stock held by CBS and
642,201,835 shares of Class B Common Stock held by Broadcasting. In the
aggregate, CBS has voting and investment power with respect to 700,000,000
shares of Class A Common Stock, or 81.8%, of the Class A Common Stock of
the Issuer as of December 18, 1998.
(c) CBS received all its shares of Common Stock (subsequently
converted into Class B Common Stock pursuant to the Recapitalization) on
December 3, 1998, in exchange for the transfer of certain radio and
radio-related assets to the Issuer.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to an Intercompany Agreement, dated December 15, 1998 (the
"Intercompany Agreement"), between CBS and the Issuer, upon the request of
CBS, Broadcasting or any other rights holder, the Issuer will use its best
efforts to effect the registration under the applicable federal and state
securities laws of any of the shares of Class A Common Stock or Class B
Common Stock (and any other securities issued in respect of or in exchange
therefor) beneficially owned by CBS, Broadcasting or any such other rights
holder, as applicable, for sale in accordance with CBS's or Broadcasting's
intended method of disposition thereof, and will take such other actions as
may be necessary to permit the sale thereof in other jurisdictions subject
to certain limitations specified in the Intercompany Agreement. CBS,
Broadcasting and any other rights holder also will each have the right,
subject to certain limitations, to include at any time and from time to
time the shares of Class A Common Stock or Class B Common Stock (and any
other securities issued in respect of or in exchange therefor) beneficially
owned by it in certain other registrations or such securities initiated by
the Issuer on its own behalf or on behalf of its other stockholders.
Subject to the provisions of the Intercompany Agreement, the Issuer
generally will be required to pay all out-of-pocket costs and expenses in
connection with
<PAGE>
each such registration that CBS, Broadcasting or any other rights holder
requests or in which CBS, Broadcasting or any other rights holder
participates. Subject to certain limitations specified in the Intercompany
Agreement, such registration rights will be assignable by CBS, Broadcasting
or any other rights holder and their assigns. The Intercompany Agreement
contains customary terms and provisions with respect to, among other
things, registration procedures and certain rights to indemnification and
contribution granted by the parties thereunder in connection with such a
registration.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement
is true, complete and correct.
Date: December 18, 1998.
CBS CORPORATION,
by /s/ Louis J. Briskman
------------------------------------
Name: Louis J. Briskman, Esq.
Title: Executive Vice President and
General Counsel
WESTINGHOUSE CBS HOLDING COMPANY,
INC.,
by /s/ Louis J. Briskman
--------------------------------------
Name: Louis J. Briskman, Esq.
Title: Executive Vice President and
General Counsel
CBS BROADCASTING, INC.,
by /s/ Louis J. Briskman
--------------------------------------
Name: Louis J. Briskman, Esq.
Title: Executive Vice President and
General Counsel
<PAGE>
Schedule I
SCHEDULE 1-A
Name, Business Address, and Present
Principal Occupation or Employment of
the Directors and Executive Officers
of CBS Corporation
----------------
Directors
---------
Name and Business Address Present Principal Occupation and
Address of Employment
Robert E. Cawthorn Managing Director, Global Health Care
DLJ Merchant Banking Partners LP Partners
Donaldson, Lufkin & Jenrette DLJ Merchant Banking Partners LP
401 City Line Avenue, 2nd Floor Donaldson, Lufkin & Jenrette
Bala Cynwyd, PA 19004-1122 401 City Line Avenue, 2nd Floor
Bala Cynwyd, PA 19004-1122
George H. Conrades Venture Partner
Polaris Venture Partners Polaris Venture Partners
1000 Winter Street, #3350 1000 Winter Street, #3350
Waltham, MA 02451 Waltham, MA 02451
Martin C. Dickinson Retired Senior Vice President
P.O. Box 7078 Scripps Bank
Rancho Santa Fe, CA 92067 P.O. Box 7078
Rancho Santa Fe, CA 92067
William H. Gray III President and Chief Executive Officer
The College Fund/UNCF The College Fund/UNCF
8260 Willow Oaks Corporate Drive 8260 Willow Oaks Corporate Drive
P.O. Box 10444 Fairfax, VA 22031
Fairfax, VA 22031
Michael H. Jordan Chairman and Chief Executive Officer
CBS Corporation CBS Corporation
51 West 52nd Street 51 West 52nd Street
New York, NY 10019 New York, NY 10019
Mel Karmazin President & Chief Operating Officer
CBS Corporation CBS Corporation
40 West 57th Street 40 West 57th Street
New York, NY 10019 New York, NY 10019
Jan Leschly Chief Executive
SmithKline Beecham SmithKline Beecham
P.O. Box 7929 P.O. Box 7929
Philadelphia, PA 19101 Philadelphia, PA 19101
David T. McLaughlin Chairman and Chief Executive Officer
The Gallery - Suite 203 Orion Safety Products
45 Newport Road P.O. Box 1047
New London, NH 03257 Easton, MD 21601
<PAGE>
Richard R. Pivorotto President
Richard R. Pivorotto Co., Inc. Richard R. Pivorotto Co., Inc.
111 Clapboard Ridge Rd. 111 Clapboard Ridge Rd.
Greenwich, CT 06830 Greenwich, CT 06830
Raymond W. Smith Chairman & Chief Executive Officer
Bell Atlantic Corporation Bell Atlantic Corporation
1095 Avenue of the Americas 1095 Avenue of the Americas
39th Floor 39th Floor
New York, NY 10036 New York, NY 10036
Paula Stern President
The Stern Group, Inc. The Stern Group, Inc.
3314 Ross Place NW 3314 Ross Place NW
Washington, DC 20008 Washington, DC 20008
Robert D. Walter Chairman and Chief Executive Officer
Cardinal Health, Inc. Cardinal Health, Inc.
5555 Glendon Court 5555 Glendon Court
Dublin, OH 43016 Dublin, OH 43016
Executive Officers
---------------
Name/Title and Business Address Present Principal Occupation and
Address of Employment
Michael H. Jordan Chairman and Chief Executive Officer
CBS Corporation CBS Corporation
51 West 52nd Street 51 West 52nd Street
New York, NY 10019 New York, NY 10019
Mel Karmazin President & Chief Operating Officer
CBS Corporation CBS Corporation
40 West 57th Street 40 West 57th Street
New York, NY 10019 New York, NY 10019
Louis J. Briskman Executive Vice President and General
CBS Corporation Counsel
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Robert G. Freedline Vice President & Controller
CBS Corporation CBS Corporation
51 West 52nd Street 51 West 52nd Street
New York, NY 10019 New York, NY 10019
Carol V. Savage Vice President and Chief Accounting
CBS Corporation Officer
11 Stanwix Street CBS Corporation
Pittsburgh, PA 15222 11 Stanwix Street
Pittsburgh, PA 15222
<PAGE>
Charles W. Pryor, Jr. Vice President
CBS Corporation CBS Corporation
4350 Northern Pike 4350 Northern Pike
Monroeville, PA 15146 Monroeville, PA 15146
Fredric G. Reynolds Executive Vice President and Chief
CBS Corporation Financial Officer
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Leslie Moonves President and Chief Executive Officer,
CBS Corporation CBS Television
7800 Beverly Boulevard 7800 Beverly Boulevard
Los Angeles, CA 90036 Los Angeles, CA 90036
<PAGE>
SCHEDULE 1-B
Name, Business Address, and Present
Principal Occupation or Employment of
the Directors and Executive Officers of
Westinghouse CBS Holding Company, Inc.
-----------------------------------
Directors
--------
Name/Title and Business Address Present Principal Occupation and
Address of Employment
Michael H. Jordan Same as Schedule 1-A
Same as Schedule 1-A
Louis J. Briskman Same as Schedule 1-A
Same as Schedule 1-A
Fredric G. Reynolds Same as Schedule 1-A
Same as Schedule 1-A
Executive Officers
---------------
Name/Title and Business Address Present Principal Occupation and
Address of Employment
Michael H. Jordan Same as Schedule 1-A
Chairman and Chief Executive Officer
Same as Schedule 1-A
Mel Karmazin Same as Schedule 1-A
Executive Vice President
Same as Schedule 1-A
Louis J. Briskman Same as Schedule 1-A
Executive Vice President and General
Counsel
Same as Schedule 1-A
Leslie Moonves Same as Schedule 1-A
Executive Vice President
Same as Schedule 1-A
Fredric G. Reynolds Same as Schedule 1-A
Executive Vice President and Chief
Financial Officer
Same as Schedule 1-A
<PAGE>
SCHEDULE 1-C
Name, Business Address, and Present
Principal Occupation or Employment of
the Directors and Executive Officers of
CBS Broadcasting Inc.
-----------------------------------
Directors
--------
Name/Title and Business Address Present Principal Occupation and
Address of Employment
Michael H. Jordan Same as Schedule 1-A
Same as Schedule 1-A
Louis J. Briskman Same as Schedule 1-A
Same as Schedule 1-A
Fredric G. Reynolds Same as Schedule 1-A
Same as Schedule 1-A
Executive Officers
---------------
Name/Title and Business Address Present Principal Occupation and
Address of Employment
Michael H. Jordan Same as Schedule 1-A
Chairman and Chief Executive Officer
Same as Schedule 1-A
Mel Karmazin Same as Schedule 1-A
Executive Vice President
Same as Schedule 1-A
Louis J. Briskman Same as Schedule 1-A
Executive Vice President and General
Counsel
Same as Schedule 1-A
Leslie Moonves Same as Schedule 1-A
Executive Vice President
Same as Schedule 1-A
Fredric G. Reynolds Same as Schedule 1-A
Executive Vice President and Chief
Financial Officer
Same as Schedule 1-A
