<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
REGISTRATION NO. 333-88363
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
INFINITY BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4832 13-4030071
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
------------------------
40 WEST 57TH STREET, NEW YORK, NY 10019, (212) 314-9200
(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
FARID SULEMAN
CHIEF FINANCIAL OFFICER
INFINITY BROADCASTING CORPORATION
40 WEST 57TH STREET
NEW YORK, NY 10019
(212) 314-9200
(Name, Address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
HOWARD CHATZINOFF, ESQ. WILLIAM B. SHEARER, JR., ESQ.
WEIL, GOTSHAL & MANGES LLP POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
767 FIFTH AVENUE 191 PEACHTREE STREET, N.E., 16(TH) FLOOR
NEW YORK, NY 10153-0119 ATLANTA, GA 30303
(212) 310-8000 (404) 572-6873
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective time of the merger of Burma Acquisition Corp., a
wholly owned subsidiary of Infinity Broadcasting Corporation, with and into
Outdoor Systems, Inc., pursuant to the Agreement and Plan of Merger, dated as of
May 27, 1999, as amended, attached as Appendix C to the Consent
Solicitation/Proxy Statement/Prospectus forming a part of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /
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- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is being filed solely for the purpose of
filing a corrected Exhibit 24.1 to this registration statement. This Amendment
does not modify any provision of the Proxy Statement/Prospectus/Consent
Solicitation Statement included in Part I of this registration statement;
accordingly, Part I is not included with this filing.
II-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of the State of Delaware.
Under Section 145 of the Delaware General Corporate Law (the "DGCL"), the
Registrant is empowered to indemnify its directors and officers in the
circumstances therein provided. Certain portions of Section 145 are summarized
below:
Section 145(a) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
Section 145(b) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
Section 145(a) and (b), or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
Section 145(d) of the DGCL provides that any indemnification under
Section 145(a) and (b) (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or agent is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 145(a) and (b). Such determination shall be made
with respect to a person who is a director or officer at the time of such
determination (1) by a majority vote of the directors who were not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or
II-2
<PAGE>
(3) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the DGCL provides that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under Section 145.
The Registrant's Restated Certificate of Incorporation contains a provision
eliminating, to the fullest extent permitted by the DGCL as it exists or may in
the future be amended, the liability of a director to the Registrant and its
stockholders for monetary damages for breaches of fiduciary or other duty as a
director. However, the DGCL does not currently allow such provision to limit the
liability of a director for: (i) any breach of the director's duty of loyalty to
the Registrant or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of laws;
(iii) payment of dividends, stock purchases or redemptions that violate the
DGCL; or (iv) any transaction from which the director derived an improper
personal benefit. Such limitation of liability also does not affect the
availability of equitable remedies such as injunctive relief or rescission.
The Registrant's Restated Certificate of Incorporation and its Restated
By-Laws also provide that, to the fullest extent permitted by the DGCL as it
exists or may in the future be amended, the Registrant will indemnify and hold
harmless any officer or director who is or was made a party or is threatened to
be made a party to or is involved in any manner in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Registrant or a director or elected officer of a subsidiary of
the Registrant, and may indemnify any employee or agent of the Registrant and
any person serving at the request of the Registrant as an officer, director,
partner, member, employee or agent of another corporation, partnership, limited
liability company, joint venture, trust, or other enterprise; provided, however,
that the Registrant will indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors or is
a proceeding to enforce such person's claim to indemnification pursuant to the
rights granted by the Restated Certificate of Incorporation or the Restated
By-Laws. In addition, the Registrant will pay the expenses incurred by any
officers and directors, and may pay the expenses incurred by other persons that
may be indemnified pursuant to its Restated Certificate of Incorporation and its
Restated By-Laws, in defending any such proceeding in advance of its final
disposition upon receipt (unless the Registrant upon authorization of the Board
of Directors waives such requirement to the extent permitted by
II-3
<PAGE>
applicable law) of an undertaking by or on behalf of such person to repay such
amount if it is ultimately determined that such person is not entitled to be
indemnified by the Registrant as authorized in its Restated By-Laws or
otherwise. The Restated By-Laws also state that such indemnification is not
exclusive of any other rights of the indemnified party, including rights under
any indemnification agreements or otherwise.
ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES.
(a) The following is a list of Exhibits included as part of this
Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
<S> <C>
2.1 Agreement and Plan of Merger, dated as of May 27, 1999, by
and among Infinity Broadcasting Corporation, Burma
Acquisition Corp. and Outdoor Systems, Inc. (incorporated
herein by reference to Exhibit 99.1 to the report on Form
8-K of Outdoor Systems, Inc., filed with the Securities and
Exchange Commission on June 3, 1999).
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated
as of June 16, 1999, by and among Infinity Broadcasting
Corporation, Burma Acquisition Corp. and Outdoor Systems,
Inc. (incorporated herein by reference to Exhibit 99.2 to
the report on Form 8-K of Infinity Broadcasting Corporation,
filed with the Securities and Exchange Commission on June
25, 1999).
2.3 Stockholders Agreement, dated as of May 27, 1999, among
Infinity Broadcasting Corporation and the stockholders named
therein (incorporated herein by reference to Exhibit 99.2 to
the report on Form 8-K of Outdoor Systems, Inc., filed with
the Securities and Exchange Commission on June 3, 1999).
2.4** Amendment No. 1 to the Stockholders Agreement, dated as of
May 27, 1999, among Infinity Broadcasting Corporation and
the stockholders named therein.
2.5 Voting Agreement, dated as of May 27, 1999, among Outdoor
Systems, Inc. and the stockholders named therein
(incorporated herein by reference to Exhibit 99.3 to the
report on Form 8-K of Outdoor Systems, Inc., filed with the
Securities and Exchange Commission on June 3, 1999).
5** Opinion of Weil, Gotshal & Manges LLP, as to the legality of
the securities being registered.
8.1** Opinion of Weil, Gotshal & Manges LLP, as to certain United
States federal income tax consequences of the Merger.
8.2** Opinion of Powell, Goldstein, Frazer & Murphy LLP, as to
certain United States federal income tax consequences of the
Merger.
23.1** Consent of KPMG LLP.
23.2** Consent of Deloitte & Touche LLP.
23.3** Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5
to this Registration Statement).
23.4** Consent of Weil, Gotshal & Manges LLP (included in Exhibit
8.1 to this Registration Statement).
23.5** Consent of Powell, Goldstein, Frazer & Murphy LLP (included
in Exhibit 8.2 to this Registration Statement).
24.1* Powers of Attorney.
</TABLE>
II-4
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES. (CONTINUED)
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
<S> <C>
99.1 Form of Registration Rights Agreement to be entered into
among Infinity Broadcasting Corporation and the stockholders
named therein (incorporated herein by reference to Exhibit
99.4 to the report on Form 8-K of Outdoor Systems, Inc.,
filed with the Securities and Exchange Commission on June 3,
1999).
</TABLE>
- ------------------------
* Filed herewith
** Previously filed.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
(a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; and
provided however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement;
(b) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;
(d) that, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act that of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities
II-5
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES. (CONTINUED)
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(e) that prior to any public reoffering of the securities registered
hereunder through the use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the Registrant undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form;
(f) that every prospectus (i) that is filed pursuant to paragraph (e)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is issued in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment of the
Registration Statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(g) insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue;
(h) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request; and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request; and
(i) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the Registration Statement when it became
effective.
II-6
<PAGE>
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 and State of New York, on this 12th day of November,
1999.
<TABLE>
<S> <C> <C>
INFINITY BROADCASTING CORPORATION
By: /s/ ANGELINE C. STRAKA
------------------------------------------
Angeline C. Straka
SECRETARY
</TABLE>
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 on November 12, 1999 in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Chairman, President and Chief Executive Officer
------------------------------------------- (Principal Executive Officer) and Director
Mel Karmazin
* Executive Vice President, Chief Financial Officer,
------------------------------------------- and Treasurer (Principal Financial and Accounting
Farid Suleman Officer) and Director
* Director
-------------------------------------------
George H. Conrades
* Director
-------------------------------------------
Bruce S. Gordon
* Director
-------------------------------------------
Richard R. Pivirotto
* Director
-------------------------------------------
Jeffrey Sherman
* Director
-------------------------------------------
Dr. Paula Stern
* Director
-------------------------------------------
Robert D. Walter
</TABLE>
<TABLE>
<S> <C> <C>
*By: /s/ ANGELINE C. STRAKA
--------------------------------------
Angeline C. Straka
SECRETARY
ATTORNEY-IN-FACT
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
<S> <C>
2.1 Agreement and Plan of Merger, dated as of May 27, 1999, by
and among Infinity Broadcasting Corporation, Burma
Acquisition Corp. and Outdoor Systems, Inc. (incorporated
herein by reference to Exhibit 99.1 to the report on Form
8-K of Outdoor Systems, Inc., filed with the Securities and
Exchange Commission on June 3, 1999).
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated
as of June 16, 1999, by and among Infinity Broadcasting
Corporation, Burma Acquisition Corp. and Outdoor Systems,
Inc. (incorporated herein by reference to Exhibit 99.2 to
the report on Form 8-K of Infinity Broadcasting Corporation,
filed with the Securities and Exchange Commission on June
25, 1999).
2.3 Stockholders Agreement, dated as of May 27, 1999, among
Infinity Broadcasting Corporation and the stockholders named
therein (incorporated herein by reference to Exhibit 99.2 to
the report on Form 8-K of Outdoor Systems, Inc., filed with
the Securities and Exchange Commission on June 3, 1999).
2.4** Amendment No. 1 to the Stockholders Agreement, dated as of
May 27, 1999, among Infinity Broadcasting Corporation and
the stockholders named therein.
2.5 Voting Agreement, dated as of May 27, 1999, among Outdoor
Systems, Inc. and the stockholders named therein
(incorporated herein by reference to Exhibit 99.3 to the
report on Form 8-K of Outdoor Systems, Inc., filed with the
Securities and Exchange Commission on June 3, 1999).
5** Opinion of Weil, Gotshal & Manges LLP, as to the legality of
the securities being registered.
8.1** Opinion of Weil, Gotshal & Manges LLP, as to certain United
States federal income tax consequences of the Merger.
8.2** Opinion of Powell, Goldstein, Frazer & Murphy LLP, as to
certain United States federal income tax consequences of the
Merger.
23.1** Consent of KPMG LLP.
23.2** Consent of Deloitte & Touche LLP.
23.3** Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5
to this Registration Statement).
23.4** Consent of Weil, Gotshal & Manges LLP (included in Exhibit
8.1 to this Registration Statement).
23.5** Consent of Powell, Goldstein, Frazer & Murphy LLP (included
in Exhibit 8.2 to this Registration Statement).
24.1* Powers of Attorney.
99.1 Form of Registration Rights Agreement to be entered into
among Infinity Broadcasting Corporation and the stockholders
named therein (incorporated herein by reference to Exhibit
99.4 to the report on Form 8-K of Outdoor Systems, Inc.,
filed with the Securities and Exchange Commission on June 3,
1999).
</TABLE>
- ------------------------
* Filed herewith
** Previously filed.
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of INFINITY BROADCASTING
CORPORATION, a Delaware corporation, which is about to file with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-4, hereby
constitutes and appoints Mel Karmazin, Farid Suleman and Angeline C. Straka, and
each of them, with full power to act without the other, his/her true and lawful
attorneys-in-fact and agents, for him/her and in his/her name, place and stead,
in any and all capacities, to sign said Registration Statement, and any and all
amendments thereto and any related Rule 462(b) Registration Statement, and to
file said Registration Statement and each such amendment, with all exhibits
thereto, and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 4th day of October, 1999.
/s/ Mel Karmazin
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<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of INFINITY BROADCASTING
CORPORATION, a Delaware corporation, which is about to file with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-4, hereby
constitutes and appoints Mel Karmazin, Farid Suleman and Angeline C. Straka, and
each of them, with full power to act without the other, his/her true and lawful
attorneys-in-fact and agents, for him/her and in his/her name, place and stead,
in any and all capacities, to sign said Registration Statement, and any and all
amendments thereto and any related Rule 462(b) Registration Statement, and to
file said Registration Statement and each such amendment, with all exhibits
thereto, and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agent and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 4th day of October, 1999.
/s/ Farid Suleman
------------------------------------------------------------------
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of INFINITY BROADCASTING
CORPORATION, a Delaware corporation, which is about to file with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-4, hereby
constitutes and appoints Mel Karmazin, Farid Suleman and Angeline C. Straka, and
each of them, with full power to act without the other, his/her true and lawful
attorneys-in-fact and agents, for him/her and in his/her name, place and stead,
in any and all capacities, to sign said Registration Statement, and any and all
amendments thereto and any related Rule 462(b) Registration Statement, and to
file said Registration Statement and each such amendment, with all exhibits
thereto, and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 4th day of October, 1999.
/s/ George H. Conrades
------------------------------------------------------------------
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of INFINITY BROADCASTING
CORPORATION, a Delaware corporation, which is about to file with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-4, hereby
constitutes and appoints Mel Karmazin, Farid Suleman and Angeline C. Straka, and
each of them, with full power to act without the other, his/her true and lawful
attorneys-in-fact and agents, for him/her and in his/her name, place and stead,
in any and all capacities, to sign said Registration Statement, and any and all
amendments thereto and any related Rule 462(b) Registration Statement, and to
file said Registration Statement and each such amendment, with all exhibits
thereto, and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 4th day of October, 1999.
/s/ Bruce S. Gordon
------------------------------------------------------------------
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of INFINITY BROADCASTING
CORPORATION, a Delaware corporation, which is about to file with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-4, hereby
constitutes and appoints Mel Karmazin, Farid Suleman and Angeline C. Straka, and
each of them, with full power to act without the other, his/her true and lawful
attorneys-in-fact and agents, for him/her and in his/her name, place and stead,
in any and all capacities, to sign said Registration Statement, and any and all
amendments thereto and any related Rule 462(b) Registration Statement, and to
file said Registration Statement and each such amendment, with all exhibits
thereto, and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 4th day of October, 1999.
/s/ Richard R. Pivirotto
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<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of INFINITY BROADCASTING
CORPORATION, a Delaware corporation, which is about to file with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-4, hereby
constitutes and appoints Mel Karmazin, Farid Suleman and Angeline C. Straka, and
each of them, with full power to act without the other, his/her true and lawful
attorneys-in-fact and agents, for him/her and in his/her name, place and stead,
in any and all capacities, to sign said Registration Statement, and any and all
amendments thereto and any related Rule 462(b) Registration Statement, and to
file said Registration Statement and each such amendment, with all exhibits
thereto, and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 4th day of October, 1999.
/s/ Jeffrey Sherman
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<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of INFINITY BROADCASTING
CORPORATION, a Delaware corporation, which is about to file with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-4, hereby
constitutes and appoints Mel Karmazin, Farid Suleman and Angeline C. Straka, and
each of them, with full power to act without the other, his/her true and lawful
attorneys-in-fact and agents, for him/her and in his/her name, place and stead,
in any and all capacities, to sign said Registration Statement, and any and all
amendments thereto and any related Rule 462(b) Registration Statement, and to
file said Registration Statement and each such amendment, with all exhibits
thereto, and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 4th day of October, 1999.
/s/ Dr. Paula Stern
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<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned director and/or officer, or both, of INFINITY BROADCASTING
CORPORATION, a Delaware corporation, which is about to file with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-4, hereby
constitutes and appoints Mel Karmazin, Farid Suleman and Angeline C. Straka, and
each of them, with full power to act without the other, his/her true and lawful
attorneys-in-fact and agents, for him/her and in his/her name, place and stead,
in any and all capacities, to sign said Registration Statement, and any and all
amendments thereto and any related Rule 462(b) Registration Statement, and to
file said Registration Statement and each such amendment, with all exhibits
thereto, and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney
this 4th day of October, 1999.
/s/ Robert D. Walter
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