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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1998
REGISTRATION NO. 333-63727
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INFINITY BROADCASTING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 4832 13-4030071
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NO.)
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40 WEST 57TH STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 314-9200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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FARID SULEMAN
INFINITY BROADCASTING CORPORATION
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 314-9200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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MARC S. ROSENBERG, ESQ. VINCENT J. PISANO, ESQ.
CRAVATH, SWAINE & MOORE SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
825 EIGHTH AVENUE 919 THIRD AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10022
(212) 474-1000 (212) 735-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. Registration No. 333-63727
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to the Registration
Statement on Form S-1 (File No. 333-63727) of Infinity Broadcasting Corporation
(the "Registration Statement") is being filed pursuant to Rule 462(d) under the
Securities Act of 1933, as amended, for the sole purpose of filing an additional
exhibit to the Registration Statement and, accordingly, shall become effective
immediately upon filing with the Securities and Exchange Commission (the
"Commission"). After giving effect to this Amendment, the Registration Statement
consists of the Registration Statement as filed with the Commission at the time
it became effective on December 8, 1998, as supplemented by this Amendment.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
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EXHIBIT
NO. DESCRIPTION
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1. UNDERWRITING AGREEMENTS.
1.1 Form of U.S. Purchase Agreement.
1.2 Form of International Purchase Agreement.
2. PLANS OF ACQUISITION.
2.1 Agreement and Plan of Merger, dated August 1, 1995, among
Westinghouse Electric Corporation, Group W Acquisition Corp.
and CBS Inc., is incorporated herein by reference to Exhibit
2 to the report on Form 8-K of CBS Inc. filed with the
Securities and Exchange Commission on August 4, 1995.
2.2 Agreement and Plan of Merger, as amended, dated June 20,
1996, among Westinghouse Electric Corporation, R Acquisition
Corp. and Infinity Broadcasting Corporation, is incorporated
herein by reference to Annex I to the Westinghouse Electric
Corporation's Registration Statement No. 333-13219 on Form
S-4 filed with the Securities and Exchange Commission on
October 22, 1996.
2.3 Amended and Restated Agreement and Plan of Merger, dated
December 18, 1997, by and among American Radio Systems
Corporation, CBS Corporation and R Acquisition Corp., is
incorporated herein by reference to Exhibit 2.1 to the
report on Form 8-K of CBS Corporation filed with the
Securities and Exchange Commission on January 7, 1998.
2.4 First Amendment, dated December 19, 1997, to the Amended and
Restated Agreement and Plan of Merger, dated December 18,
1997, by and among American Radio Systems Corporation, CBS
Corporation and R Acquisition Corp., is incorporated herein
by reference to Exhibit 2.2 to the report on Form 8-K of CBS
Corporation filed with the Securities and Exchange
Commission on January 7, 1998.
3. CERTIFICATE OF INCORPORATION AND BY-LAWS.
3.1 Certificate of Incorporation of the Registrant.
3.2 By-Laws of the Registrant.
3.3 Form of Restated Certificate of Incorporation of the
Registrant.
3.4 Form of Restated By-Laws of the Registrant.
4. INSTRUMENTS DEFINING THE RIGHT OF SECURITY HOLDERS,
INCLUDING INDENTURES.
4.1 Specimen Certificate of Class A Common Stock.
5. OPINIONS.
*5.1 Form of Opinion of Cravath, Swaine & Moore with respect to
the legality of the Class A Common Stock.
10. MATERIAL CONTRACTS.
10.1 Stock and Asset Transfer Agreement, dated December 2, 1998,
between CBS Broadcasting Inc. and the Registrant.
10.2 Stock Transfer Agreement, dated December 3, 1998, between
CBS Corporation and the Registrant.
10.3 Form of Intercompany Agreement between CBS Corporation and
the Registrant.
10.4 Form of Tax Sharing Agreement between CBS Corporation and
the Registrant.
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EXHIBIT
NO. DESCRIPTION
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10.5 $4.0 billion Credit Agreement among CBS Corporation, the
Lenders parties thereto, Nationsbank, N.A. and The
Toronto-Dominion Bank, as Syndication Agents, The Chase
Manhattan Bank as Documentation Agent, and Morgan Guaranty
Trust Company of New York, as Administrative Agent, dated
August 29, 1996, is incorporated herein by reference to
Exhibit 10(1) to the report on Form 10-Q of CBS Corporation
for the quarter ended September 30, 1996.
10.6 First Amendment, dated January 29, 1997, to the CBS Credit
Agreement, dated August 29, 1996, among CBS Corporation, the
Lenders parties thereto, Nationsbank, N.A. and The
Toronto-Dominion Bank as Syndication Agents, The Chase
Manhattan Bank as Documentation Agent, and Morgan Guaranty
Trust Company of New York as Administrative Agent, is
incorporated herein by reference to Exhibit 10(p) to the
report on Form 10-Q of CBS Corporation for the quarter ended
March 31, 1997.
10.7 Second Amendment, dated March 21, 1997, to the CBS Credit
Agreement, dated August 29, 1996, as amended by the First
Amendment thereto dated January 29, 1997, among CBS
Corporation, the Subsidiary Borrowers parties thereto, the
Lenders parties thereto, Nationsbank, N.A. and The
Toronto-Dominion Bank as Syndication Agents, The Chase
Manhattan Bank as Documentation Agent, and Morgan Guaranty
Trust Company of New York as Administrative Agent, is
incorporated herein by reference to Exhibit 10(q) to the
report on Form 10-Q of CBS Corporation for the quarter ended
March 31, 1997.
10.8 Third Amendment, dated March 3, 1998, to the CBS Credit
Agreement, dated August 29, 1996, as amended by the First
Amendment thereto dated January 29, 1997, as amended by the
Second Amendment thereto dated March 21, 1997 among CBS
Corporation, the Subsidiary Borrowers parties thereto, the
Lenders parties thereto, Nationsbank, N.A. and The
Toronto-Dominion Bank as Syndication Agents, The Chase
Manhattan Bank as Documentation Agent, and Morgan Guaranty
Trust Company of New York as Administration Agent, is
incorporated herein by reference to Exhibit 10(x) to the
report on Form 10-Q of CBS Corporation for the quarter ended
March 31, 1998.
10.9 Management Agreement, dated February 4, 1994, between
Westwood One, Inc. and Infinity Broadcasting Corporation is
incorporated herein by reference to Exhibit A to Appendix A
to the Proxy Statement of Westwood One, Inc. dated January
7, 1994.
10.10 Extension Agreement, dated March 31, 1997, extending term of
Management Agreement, dated February 4, 1994, between
Westwood One, Inc. and Infinity Broadcasting Corporation is
incorporated herein by reference to Exhibit 10.9 to the
report on Form 10-K of Westwood One, Inc. for the year ended
December 31, 1997.
10.11 Representation Agreement, dated March 31, 1997, between
Westwood One, Inc. and CBS, Inc. is incorporated herein by
reference to Exhibit 10.11 to the report on Form 10-K of
Westwood One, Inc. for the year ended December 31, 1997.
10.12 Employment Agreement, entered into on June 20, 1996 and
effective December 31, 1996, between CBS and Mel Karmazin is
incorporated herein by reference to Exhibit 10(s) to the
report on Form 10-Q of CBS Corporation for the quarter ended
March 31, 1997.
10.13 Employment Agreement, entered into on May 1996, effective
November 28, 1995 and amended January 29, 1997, between CBS
Broadcasting Inc. and Daniel Mason.
10.14 Restated Employment Agreement, dated as of December 1, 1998,
between TDI Worldwide, Inc. and William Apfelbaum.
10.15 The CBS 1991 Long-Term Incentive Plan, as amended to January
28, 1998, is incorporated herein by reference to Exhibit
10(g) to the report on Form 10-K of CBS Corporation for the
year ended December 31, 1997.
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EXHIBIT
NO. DESCRIPTION
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10.16 The CBS 1993 Long-Term Incentive Plan, as amended to January
28, 1998, is incorporated herein by reference to Exhibit
10(b) to the report on Form 10-K of CBS Corporation for the
year ended December 31, 1997.
10.17 Form of 1998 Long-Term Incentive Plan of the Registrant.
10.18 Form of Executive Annual Incentive Plan of the Registrant.
10.19 The CBS Annual Performance Plan, as amended to November 1,
1996, is incorporated herein by reference to Exhibit 10(a)
to the report on Form 10-Q of CBS Corporation for the
quarter ended September 30, 1996.
10.20 The Westinghouse Executive Pension Plan, as amended to
December 1, 1997, is incorporated herein by reference to
Exhibit 10(d) to the report on Form 10-K of CBS Corporation
for the year ended December 31, 1997.
10.21 The CBS 1998 Executive Annual Incentive Plan is incorporated
herein by reference to Exhibit A to the Proxy Statement of
CBS Corporation dated May 6, 1998.
10.22 The amended and restated Infinity Broadcasting Corporation
Stock Option Plan is incorporated herein by reference to
Exhibit 4.4 to CBS Corporation's Registration Statement No.
333-13219 on Post-Effective Amendment No. 1 on Form S-8 to
Form S-4 filed with the Securities and Exchange Commission
on January 2, 1997.
10.23 Infinity Broadcasting Corporation Warrant Certificate No. 3
to Mel Karmazin is incorporated herein by reference to
Exhibit 4.6 to CBS Corporation's Registration Statement No.
333-13219 on Post-Effective Amendment No. 1 on Form S-8 to
Form S-4 filed with the Securities and Exchange Commission
on January 2, 1997.
10.24 Form of Trademark License Agreement between CBS Worldwide
Inc. and the Registrant.
10.25 Form of Trademark License Agreement between CBS Broadcasting
Inc. and the Registrant.
10.26 Form of Trademark License Agreement between CBS Corporation
and the Registrant.
21. SUBSIDIARIES.
21.1 Subsidiaries of the Registrant.
23. CONSENTS OF EXPERTS AND COUNSEL.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
*23.4 Form of Consent of Cravath, Swaine & Moore (included in
Exhibit 5.1).
24. POWERS OF ATTORNEY.
24.1 Power of Attorney of Mel Karmazin.
24.2 Power of Attorney of Farid Suleman.
27. FINANCIAL DATA SCHEDULE.
27.1 Financial Data Schedule.
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 10, 1998.
INFINITY BROADCASTING CORPORATION
By: /s/ FARID SULEMAN
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Farid Suleman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates stated.
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SIGNATURE TITLE DATE
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* Chairman, President and Chief December 10, 1998
- --------------------------------------------------- Executive Officer (Principal
Mel Karmazin Executive Officer) and
Director
* Executive Vice President, December 10, 1998
- --------------------------------------------------- Chief Financial Officer,
Farid Suleman Treasurer (Principal
Financial and Accounting
Officer) and Secretary and
Director
* Director December 10, 1998
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George H. Conrades
* Director December 10, 1998
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Richard R. Pivirotto
* Director December 10, 1998
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Paula Stern
* Director December 10, 1998
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Robert D. Walter
*By: /s/ FARID SULEMAN
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Farid Suleman
Attorney-In-Fact
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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*5.1 Form of Opinion of Cravath, Swaine & Moore with respect to
the legality of the Class A Common Stock.
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* Filed herewith
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EXHIBIT 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
December [ ], 1998
Ladies and Gentlemen:
Reference is made to the initial public offerings by Infinity
Broadcasting Corporation, a Delaware corporation (the "Company"), of 155,250,000
shares of its Class A Common Stock, par value $0.01 per share (the "Shares"),
pursuant to a Registration Statement on Form S-1 (File No. 333-63727) filed with
the Securities and Exchange Commission (the "Commission") on September 18, 1998,
Amendment No. 1 thereto filed with the Commission on November 2, 1998, Amendment
No. 2 thereto filed with the Commission on November 9, 1998, Amendment No. 3
thereto filed with the Commission on November 12, 1998, Amendment No. 4 thereto
filed with the Commission on December 4, 1998, and Amendment No. 5 thereto
filed with the Commission on December 7, 1998 (together, the "Registration
Statement"), under the Securities Act of 1933, as amended. The Shares include
15,250,000 shares of Class A Common Stock which are subject to over-allotment
options to be granted by the Company to the underwriters referenced in the
Registration Statement.
As counsel for the Company, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including: (a) the Restated
Certificate of Incorporation of the Company; (b) the Restated By-Laws of the
Company; (c) various corporate records and proceedings relating to the
organization of the Company and the issuance of the Shares; (d) various
resolutions of the Company relating to the organization of the Company and the
initial public offerings by the Company of the Shares; and (e) a specimen
certificate representing the Shares.
