UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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): JUNE 16, 1999
INFINITY BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-14599 13-4030071
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(State or other jurisdiction- (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
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)
NY2:\600475\02\CVBV02!.DOC\53896.0004
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Item 5. Other Events
On May 27, 1999, Infinity Broadcasting Corporation, Burma Acquisition
Corp., a wholly-owned subsidiary of Infinity, and Outdoor Systems, Inc. entered
into an Agreement and Plan of Merger, pursuant to which Burma will be merged
with and into Outdoor Systems, with Outdoor Systems being the surviving
corporation of the merger.
On June 16, 1999, Infinity, Burma and Outdoor Systems, entered into
Amendment No. 1 to the Merger Agreement so as to (i) permit Infinity to purchase
shares of Infinity Class A common stock with a market value, based on the
purchase price of the stock, of up to $1.0 billion at prevailing market prices
in accordance with a stock repurchase program approved by the Infinity board of
directors; (ii) to clarify that Arturo R. Moreno and William S. Levine will be
appointed to Infinity's board of directors effective as of the second business
day after the merger is completed, rather than as of the effective time of the
merger; and (iii) to make certain technical corrections.
On June 17, 1999, Infinity announced that its board of directors has
authorized the purchase of up to $500 million of its Class A common stock. A
copy of the press release is attached hereto as Exhibit 99.3 and is incorporated
by this reference herein.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Description
- ------- -----------
99.1 Agreement and Plan of Merger among Infinity Broadcasting Corporation,
Burma Acquisition Corp. and Outdoor Systems, Inc., dated as of May 27,
1999, is incorporated herein by reference to Exhibit 99.1 to the
Report on Form 8-K of Outdoor Systems, Inc., as filed with the
Securities and Exchange Commission on June 3, 1999.
99.2 Amendment No. 1 to the Agreement and Plan of Merger among Infinity
Broadcasting Corporation, Burma Acquisition Corp. and Outdoor Systems,
Inc., dated as of June 16, 1999.
99.3 Press Release issued by Infinity on June 17, 1999.
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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
(Registrant)
By: /s/ Angeline C. Straka
----------------------------------
Angeline C. Straka
Vice President and Secretary
Date: June 25, 1999
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Agreement and Plan of Merger among Infinity Broadcasting Corporation,
Burma Acquisition Corp. and Outdoor Systems, Inc., dated as of May 27,
1999, is incorporated herein by reference to Exhibit 99.1 to the
Report on Form 8-K of Outdoor Systems, Inc., as filed with the
Securities and Exchange Commission on June 3, 1999.
99.2 Amendment No. 1 to the Agreement and Plan of Merger among Infinity
Broadcasting Corporation, Burma Acquisition Corp. and Outdoor Systems,
Inc., dated as of June 16, 1999.
99.3 Press Release issued by Infinity on June 17, 1999.
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Exhibit 99.2
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as
of June 16, 1999, is among INFINITY BROADCASTING CORPORATION, a Delaware
corporation ("Infinity"), BURMA ACQUISITION CORP., a Delaware corporation and a
wholly owned subsidiary of Infinity ("Burma Acquisition"), and OUTDOOR SYSTEMS,
INC., a Delaware corporation ("OSI").
WHEREAS, the parties have entered into the Agreement and Plan
of Merger, dated as of May 27, 1999, providing for the merger of Burma
Acquisition into OSI, with OSI continuing as the surviving corporation ( the
"Original Agreement"); and
WHEREAS, the parties wish to amend the Original Agreement,
upon the terms and subject to the conditions herein.
NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants and agreements herein contained,
Infinity, Burma Acquisition and OSI hereby agree, in accordance with Section 7.6
of the Original Agreement, as follows:
1. Infinity Stockholder Approval. Section 4.3 of the Original
Agreement (Authority Relative to This Agreement) is hereby amended to read in
its entirety as follows:
"4.3 Authority Relative to This Agreement. Infinity and Burma
Acquisition have all necessary corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by the
Boards of Directors of Infinity and Burma Acquisition, and by Infinity as the
sole stockholder of Burma Acquisition, and no other corporate proceedings on the
part of Infinity or Burma Acquisition are necessary to authorize this Agreement
or to consummate the transactions contemplated hereby (other than, with respect
to the issuance of the Infinity Common Stock in the Merger (the "Share
Issuance"), the approval of such issuance by a majority of the votes cast by
holders of Infinity Common Stock and Class B Common Stock present in person or
by proxy at a meeting, voting as one class (the "Infinity Requisite Vote")).
This Agreement has been duly and validly executed and delivered by each of
Infinity and Burma Acquisition and constitutes a valid, legal and binding
agreement of each of Infinity and Burma Acquisition, enforceable against
Infinity and Burma Acquisition, respectively, in accordance with its terms."
2. Permitted Stock Repurchases by Infinity. Section 5.2(c) of
the Original Agreement (Conduct of Business of Infinity) is hereby amended to
insert the following phrase at the end thereof: ", except for repurchases by
Infinity of shares of Infinity Class A Common Stock with a market value (based
on the purchase price thereof) of up to $1.0 billion at prevailing market prices
<PAGE>
pursuant to a stock repurchase program approved by the Infinity Board of
Directors and publicly announced by press release or filing with the SEC."
3. Timing of Appointment of Messrs. Moreno and Levine to
Infinity Board. Section 5.18 of the Original Agreement (Infinity Board of
Directors) is hereby amended to read in its entirety as follows:
"5.18 Infinity Board of Directors. Infinity shall take all
necessary action to cause Arturo R. Moreno and William S. Levine to be appointed
to the Board of Directors of Infinity effective as of the second business day
after the Effective Time; one of such individuals shall be appointed to the
class of directors whose term expires in 2001 and the other to the class of
directors whose term expires in 2002 (as such individuals shall designate prior
to the filing of the Proxy Statement with the SEC)."
4. Confirmation. Except as amended by this Amendment No. 1,
the Original Agreement shall remain in full force and effect.
5. Instruments to be Read Together. This Amendment No. 1 shall
form a part of the Original Agreement for all purposes and the Original
Agreement and this Amendment No. 1 shall henceforth be read together.
6. Counterparts. This Amendment No. 1 may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties has caused this
Amendment No. 1 to Agreement and Plan of Merger to be duly executed on its
behalf as of the day and year first written above.
INFINITY BROADCASTING CORPORATION
By: /s/ Farid Suleman
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Farid Suleman
Executive Vice President and
Chief Financial Officer
BURMA ACQUISITION CORP.
By: /s/ Farid Suleman
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Farid Suleman
Vice President, Treasurer
OUTDOOR SYSTEMS, INC.
By: /s/ William S. Levine
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William S. Levine
Chairman of the Board
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Exhibit 99.3
[Logo]
Infinity
Broadcasting
Corporation
40 West 57th Street
New York, NY 10019
212-314-9200
INFINITY BROADCASTING CORPORATION
ANNOUNCES PURCHASE OF UP TO $500,000,000 IN COMMON STOCK
NEW YORK, June 17, 1999 - Infinity Broadcasting Corporation
today announced that its Board of Directors has authorized the purchase, through
open market transactions or otherwise, of up to $500,000,000 of its Class A
common stock.
The timing and actual number of shares purchased will depend
on a variety of factors, including price and market conditions.
Infinity Broadcasting Corporation operates more than 160 radio
stations, as well as TDI, the Company's outdoor advertising business. Infinity
recently announced the signing of a definitive agreement to acquire Outdoor
Systems, Inc. Infinity also manages and holds an equity position in Westwood
One, Inc.
Infinity Broadcasting Corporation is a majority-owned
subsidiary of CBS Corporation.
Contact: Farid Suleman Gil Schwartz
Infinity Broadcasting Corporation CBS Corporation
212-314-9200 212-975-2121
