UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
December 7, 1999
Commission file number 1-14599
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INFINITY BROADCASTING CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 13-4030071
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(State of Incorporation) (I.R.S. Employer
Identification No.)
40 WEST 57th STREET, NEW YORK, NY 10019
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(Address of principal executive offices, zip code)
(212) 314-9200
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On December 7, 1999, Infinity Broadcasting Corporation
(the "Company") completed the acquisition of Outdoor
Systems, Inc. ("Outdoor Systems"). The acquisition was
effected by the merger (the "Merger") of Burma Acquisition
Corp., a direct, wholly-owned subsidiary of the Company
("Burma"), with and into Outdoor Systems. The Merger was
consummated pursuant to an Agreement and Plan of Merger,
dated as of May 27, 1999 (the "Original Merger Agreement"),
as amended by Amendment No. 1, dated as of June 16, 1999
("Amendment No. 1"), by and among the Company, Outdoor
Systems and Burma. A copy of the Original Merger Agreement
was included as Exhibit 99.1 to Outdoor Systems' Report on
Form 8-K, filed with the Securities and Exchange Commission
(the "SEC") on June 3, 1999, and is incorporated herein by
reference. A copy of Amendment No. 1 was included as
Exhibit 99.2 to the Company's Report on Form 8-K, filed with
the SEC on June 25, 1999, and is incorporated herein by
reference.
The consideration paid to Outdoor Systems' stockholders was
equal to 1.25 shares of the Company's Class A common stock
for each outstanding share of Outdoor Systems' common
stock. The merger consideration was determined by arm's-
length negotiations. Arte Moreno and William Levine,
former Outdoor Systems' stockholders, have been elected to
the Company's Board of Directors effective December 9,
1999. A copy of the press release announcing the
completion of the Merger is included as Exhibit 99.1 to
this Report and is incorporated herein by reference.
(b) Outdoor Systems' business consists primarily of outdoor
advertising with approximately 112,000 bulletin, poster,
mall and transit advertising display faces in 90
metropolitan markets in the United States, 13 metropolitan
markets in Canada and 44 metropolitan markets in Mexico and
125,000 subway displays in New York City, and the Company
intends to continue such business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements of the Business Acquired.
The consolidated audited balance sheets of Outdoor Systems
as of December 31, 1998 and 1997 and the consolidated
statements of operations, stockholders' equity and cash
flows of Outdoor Systems for the fiscal years ended December
31, 1998, 1997 and 1996 have been reported previously by the
Company in its Registration Statement on Form S-4 (Reg. No.
333-88363) by incorporating therein by reference Outdoor
Systems' Annual Report on Form 10-K (File No. 1-13275) for
the fiscal year ended December 31, 1998. In accordance with
General Instruction B.3. to Form 8-K, such information is
not reported in this Report.
The unaudited, condensed consolidated balance sheet of
Outdoor Systems as of June 30, 1999 and the unaudited,
condensed consolidated statements of operations,
comprehensive income and cash flows of Outdoor Systems for
the six months ended June 30, 1999 and 1998 have been
reported previously by the Company in its Registration
Statement on Form S-4 (Reg. No. 333-88363) by incorporating
therein by reference Outdoor Systems' Quarterly Report on
Form 10-Q (File No. 1-13275) for the quarter ended June 30,
1999. In accordance with General Instruction B.3. to Form 8-
K, such information is not reported in this Report.
(b) Pro Forma Financial Information.
The Company's unaudited pro forma combined condensed balance
sheet as of June 30, 1999 and unaudited pro forma combined
condensed statement of operations for the six months ended
June 30, 1999 and the year ended December 31, 1998 have been
reported previously in the Company's Registration Statement
on Form S-4 (Reg. No. 333-88363). In accordance with
General Instruction B.3. to Form 8-K, such information is
not reported in this Report.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of
May 27, 1999, by and among Infinity
Broadcasting Corporation, Outdoor
Systems, Inc. and Burma Acquisition Corp.
(incorporated herein by reference to
Exhibit 99.1 to Outdoor Systems' Report
on Form 8-K (File No. 1-13275) filed with
the SEC on June 3, 1999).
2.2 Amendment No. 1 to Agreement and Plan of
Merger among Infinity Broadcasting
Corporation, Outdoor Systems, Inc. and
Burma Acquisition Corp., dated as of June
16, 1999, (incorporated herein by
reference to Exhibit 99.2 to Infinity's
Report on Form 8-K (File No. 1-14599)
filed with the SEC on June 25, 1999).
*23.1 Consent of Deloitte & Touche LLP, Independent
Accountants
*99.1 Press Release, dated December 7, 1999,
announcing the completion of the Merger.
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*Filed herewith
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
INFINITY BROADCASTING CORPORATION
By: /s/ FARID SULEMAN
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Farid Suleman
Executive Vice President, Chief
Financial Officer and Treasurer
Date: December 22, 1999
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as
of May 27, 1999, by and among Infinity
Broadcasting Corporation, Outdoor
Systems, Inc. and Burma Acquisition
Corp. (incorporated herein by reference
to Exhibit 99.1 to Outdoor Systems'
Report on Form 8-K (File No. 1-13275)
filed with the SEC on June 3, 1999).
2.2 Amendment No. 1 to Agreement and Plan
of Merger among Infinity Broadcasting
Corporation, Outdoor Systems, Inc. and
Burma Acquisition Corp., dated as of
June 16, 1999, (incorporated herein by
reference to Exhibit 99.2 to Infinity's
Report on Form 8-K (File No. 1-14599)
filed with the SEC on June 25, 1999).
*23.1 Consent of Deloitte & Touche LLP, Independent
Accountants
*99.1 Press Release, dated December 7, 1999,
announcing the completion of the
Merger.
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*Filed herewith
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Current Report
on Form 8-K under the Securities Exchange Act of 1934 of Infinity
Broadcasting Corporation dated December 7, 1999 and the incorporation
by reference in the Registration Statements on Form S-8 (Nos. 333-74387,
333-75847, 333-75841, 333-75837, 333-89403 and 333-88363) of Infinity
Broadcasting Corporation, of our report dated February 2, 1999,
appearing in the Annual Report on Form 10-K of Outdoor Systems, Inc.
for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Phoenix, Arizona
December 22, 1999
EXHIBIT 99.1
INFINITY BROADCASTING COMPLETES ACQUISITION OF OUTDOOR
SYSTEMS, INC.
NEW YORK, Dec. 7 -- Infinity Broadcasting Corporation (NYSE:
INF) has completed its acquisition of Outdoor Systems, Inc.
(NYSE: OSI), the company announced today.
On May 27th, 1999, the companies announced the definitive
agreement by which Infinity would acquire Outdoor Systems
for approximately $6.5 billion in Infinity Class A common
stock, plus the assumption of $1.8 billion of debt. The
transaction has been approved by the Boards of Directors and
the shareholders of both Infinity and Outdoor Systems. The
Department of Justice approved the transaction yesterday.
Outdoor Systems is the preeminent outdoor advertising
company in the business, with approximately 112,000
bulletin, poster, mall and transit advertising display faces
in 90 metropolitan markets in the United States, 13
metropolitan markets in Canada and 44 metropolitan markets
in the Mexico, and 125,000 subway displays in New York City.
Infinity Broadcasting Corporation operates more than 160
radio stations, as well as TDI, the Company's outdoor
advertising business. Infinity also manages and holds an
equity position in Westwood One, Inc.
Infinity Broadcasting Corporation is a subsidiary of CBS
Corporation.
Contact: /CONTACT: Farid Suleman of Infinity, 212-314-9215
Gil Schwartz of CBS, 212-975-2121
