<PAGE> 1
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section.240.14a-11(c) or Section.240.14a-12
</TABLE>
INFINITY BROADCASTING CORPORATION
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------
(5) Total fee paid:
------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------
(3) Filing Party:
--------------------------------------------------
(4) Date Filed:
----------------------------------------------------
[ X ] No fee required
<PAGE> 2
[INFINITY LOGO]
--------------------------------
Infinity Broadcasting Corporation
Notice of 1999 Annual Meeting
and Proxy Statement
May 4, 1999
<PAGE> 3
[INFINITY LOGO]
Infinity Broadcasting Corporation
40 West 57th Street
New York, NY 10019
March 30, 1999
Dear Shareholder:
You are cordially invited to attend Infinity Broadcasting Corporation's
1999 Annual Meeting of Shareholders. The meeting will be held at the Sheraton
New York Hotel, located at 811 Seventh Avenue (at 52nd Street), New York, New
York, on Tuesday, May 4, 1999, beginning at 3:30 p.m., local time. The
accompanying Notice of Annual Meeting and Proxy Statement describes the business
to be transacted at the meeting. This is Infinity's first Annual Meeting since
the Company completed its initial public offering in December 1998.
During the meeting, I will report to you on the Company's operations during
1998. We will then take action on the items described in the proxy statement.
You are urged to read the accompanying proxy statement for a discussion of the
matters to be voted on at the meeting.
It is important that your shares be represented at the Annual Meeting.
Whether or not you plan to attend, please complete, sign, date and return your
proxy card as soon as possible. Your vote is important to the Board of
Directors. Thank you for your time and attention to the accompanying proxy
statement.
I look forward to seeing you at the meeting.
Sincerely,
/s/ Mel Karmazin
---------------------------
Mel Karmazin
Chairman, President and
Chief Executive Officer
<PAGE> 4
INFINITY BROADCASTING CORPORATION
NOTICE OF ANNUAL MEETING
MAY 4, 1999
The 1999 Annual Meeting of Shareholders of Infinity Broadcasting
Corporation will be held at the Sheraton New York Hotel, located at 811 Seventh
Avenue (at 52nd Street), New York, New York, on Tuesday, May 4, 1999, beginning
at 3:30 p.m., local time. The purposes of the meeting are to consider and act
upon:
(1) the election of two directors, each to hold office until the 2002
Annual Meeting of Shareholders in accordance with the Company's
Restated Certificate of Incorporation;
(2) the election of KPMG LLP as independent auditors for 1999; and
(3) such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 8, 1999 as
the record date for determining those shareholders who are entitled to receive
notice of and to vote at the meeting and any adjournment thereof.
The vote of each shareholder is important, and the Board of Directors
urges you to exercise your right to vote by completing, signing, dating and
returning your proxy card as promptly as possible. In this way, if you are
unable to attend, your shares can nevertheless be voted at the meeting. This
will not prevent you from voting your shares in person if you are present at the
meeting. A return envelope is enclosed for your convenience. Your proxy may be
revoked by delivering a later-dated and signed proxy or written notice of
revocation to the Secretary of the Company prior to the time voting is declared
closed, or by attending the meeting and voting your shares in person.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE KEEP THE ADMISSION TICKET
THAT IS ATTACHED TO THE PROXY CARD ACCOMPANYING THIS NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT, AND ALSO CHECK THE APPROPRIATE BOX ON YOUR PROXY CARD.
SHAREHOLDERS WHO OWN SHARES THROUGH BANKS OR BROKERS AND WHO PLAN TO ATTEND MUST
SEND A WRITTEN NOTIFICATION, ALONG WITH PROOF OF OWNERSHIP (SUCH AS A BANK OR
BROKERAGE FIRM ACCOUNT STATEMENT), TO THE SECRETARY'S OFFICE, 51 WEST 52ND
STREET, NEW YORK, NEW YORK 10019. THE NAMES OF THOSE SHAREHOLDERS INDICATING
THEY PLAN TO ATTEND WILL BE PLACED ON AN ADMISSION LIST HELD AT THE REGISTRATION
DESK AT THE ENTRANCE TO THE MEETING. ADMISSION TICKETS WILL NOT BE MAILED IN
ADVANCE OF THE MEETING.
On Behalf of the Board of Directors,
/s/ Angeline C. Straka
----------------------
Angeline C. Straka
Secretary
New York, New York
March 30, 1999
- -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT. ACCORDINGLY, PLEASE COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
- -------------------------------------------------------------------------------
2
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<S> <C>
Election of Directors ...........................................................4
The Board of Directors and its Committees....................................... 9
Director Compensation........................................................... 9
Related Party Transactions...................................................... 9
Security Ownership..............................................................11
Principal Shareholders..........................................................12
Executive Compensation .........................................................13
Summary Compensation Table.................................................13
Option Grants..............................................................14
Option Exercises and Fiscal Year-End Values................................15
Pension Benefits...........................................................15
Compensation and Severance Arrangements....................................17
Compensation Committee.....................................................18
Election of Independent Auditors................................................18
Voting Information..............................................................19
Shareholder Proposal Submissions for 2000 Annual Meeting of Shareholders........19
Solicitation of Proxies ........................................................19
</TABLE>
3
<PAGE> 6
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 4, 1999
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Infinity Broadcasting Corporation ("Infinity" or the
"Company") of proxies for the 1999 Annual Meeting of Shareholders to be held on
Tuesday, May 4, 1999, and all adjournments thereof. This proxy statement and the
accompanying proxy card are first being sent to shareholders on or about March
30, 1999. Only holders of record of common stock of the Company ("Common Stock")
at the close of business on March 8, 1999 are entitled to receive notice of and
to vote at the meeting and any adjournments or postponements thereof. On that
date, 155,250,000 shares of Class A Common Stock were outstanding, each of which
entitles the holder to one vote on each matter to come before the meeting, and
700,000,000 shares of Class B Common Stock were outstanding, each of which
entitles the holder to five votes on each matter to come before the meeting. All
of the shares of Class B Common Stock are held by CBS Broadcasting Inc., a
wholly-owned subsidiary of CBS Corporation. Class A Common Stock and Class B
Common Stock vote together as a single class on all matters properly brought
before the meeting (unless otherwise required by law or by the Company's
Restated Certificate of Incorporation).
The bylaws of the Company provide that shareholders will be provided
permanent confidentiality in all voting, except as may be necessary to meet
applicable legal requirements.
The principal executive offices of the Company are at 40 West 57th Street,
New York, New York 10019.
1. ELECTION OF DIRECTORS
(Item 1 on proxy card)
The Restated Certificate of Incorporation of Infinity ("Restated
Certificate") provides for a classified board of directors. The Board of
Directors of the Company currently consists of seven members and is divided into
three classes, with each class being as nearly equal in number as possible. Each
class of directors is elected to a three-year term, with the term of one class
expiring each year.
With respect to the class consisting of two directors whose terms expire
at the 1999 Annual Meeting of Shareholders, the Board proposes for election
Messrs. George H. Conrades and Farid Suleman, both of whom are now directors of
the Company, to serve for terms expiring at the 2002 Annual Meeting of
Shareholders in accordance with the Restated Certificate.
Information about the nominees and about the directors with terms
continuing to 2000 and 2001 is set forth on pages 5 through 8.
The persons named in the enclosed proxy card (Messrs. Karmazin, Suleman
and Apfelbaum) have advised that, unless a contrary direction is indicated on
the proxy card, they intend to vote for the election of the proposed nominees.
They have also advised that in the event either one or both of the nominees is
not available for election, they will vote for the election of such substitute
nominee or nominees, if any, as the Board may propose. Alternatively, in such
circumstances, the Board may reduce the number of directors in accordance with
the Restated Certificate.
4
<PAGE> 7
[Photo] NOMINEES PROPOSED BY THE BOARD OF DIRECTORS
-------------------------------------------
GEORGE H. CONRADES, 60
Partner
Polaris Venture Partners (venture capital)
Waltham, Massachusetts
Since August 1998, Mr. Conrades has been a partner with Polaris Venture
Partners, specializing in early stage information technology and health
sciences. Mr. Conrades has broad experience in the computer, internet and
telephony industries beginning in 1961 when Mr. Conrades joined International
Business Machines (IBM) and subsequently as he held a number of management
positions in the United States and Asia. Mr. Conrades left IBM in 1992 as senior
vice president and a member of the Corporate Management Board. In 1994, he was
named president and chief executive officer of BBN Corporation, a leading
provider of internet services, products and application solutions, and in 1995
was appointed chairman of the board. In 1997, in connection with GTE
Corporation's acquisition of BBN Corporation, Mr. Conrades joined GTE
Corporation as executive vice president and as president of its new internet
organization, GTE Internetworking, leaving GTE Corporation in 1998. Mr. Conrades
is a director of CBS Corporation, Cubist Pharmaceuticals, Inc. and Concentra
Managed Care, Inc. He is also a trustee of The Scripps Research Institute and
Ohio Wesleyan University, and is a member of the interim Board of ICANN, the
non-profit corporation being established to oversee the administration of
internet names and addresses. Mr. Conrades has been a director of the Company
since December 1998 and a director of CBS Corporation since 1994.
[Photo] FARID SULEMAN, 47
Executive Vice President, Chief Financial Officer
and Treasurer
Infinity Broadcasting Corporation
Senior Vice President, Finance
CBS Corporation
New York, New York
Mr. Suleman has been executive vice president, chief financial officer and
treasurer of the Company since September 1998. He also has served as senior vice
president and chief financial officer of the CBS Station Group since June 1997
and as senior vice president, finance of CBS Corporation since August 1998. From
January 1997 to June 1997, he served as senior vice president and chief
financial officer of CBS Radio. Prior to joining CBS Corporation, Mr. Suleman
was vice president, finance, chief financial officer and a director of Infinity
Broadcasting Corporation from 1986 until its acquisition by CBS Corporation in
December 1996. Mr. Suleman has also been the executive vice president, chief
financial officer, secretary and a director of Westwood One, Inc. since February
1994. Mr. Suleman has served as a director of the Company since September 1998.
5
<PAGE> 8
DIRECTORS WITH TERMS CONTINUING TO 2000
---------------------------------------
[Photo] RICHARD R. PIVIROTTO, 68
President
Richard R. Pivirotto Co., Inc. (management consulting)
Greenwich, Connecticut
Mr. Pivirotto is president of Richard R. Pivirotto Co., Inc., a management
consulting firm. Mr. Pivirotto served as chairman of Associated Dry Goods
Corporation from 1976 until his retirement in 1981. He continued to serve on the
board of Associated Dry Goods until its acquisition by May Department Stores in
1986. Mr. Pivirotto is a director of CBS Corporation, General American Investors
Company, Inc., The Gillette Company, New York Life Insurance Company,
Immunomedics, Inc., The Greenwich Bank and Trust Company and Yale New Haven
Health System. He is also a trustee emeritus of Princeton University, a trustee
of the General Theological Seminary and a trustee and past chairman of the
Greenwich Hospital Association. Mr. Pivirotto has been a director of the Company
since December 1998 and a director of CBS Corporation since 1973.
[Photo] JEFFREY SHERMAN, 50
President and Chief Operating Officer
Bloomingdale's (retail merchandising)
New York, New York
Mr. Sherman has been president and chief operating officer of Bloomingdale's
since March 1989. Mr. Sherman joined Bloomingdale's in 1971, and has had
comprehensive experience in finance, store management, operations and
merchandising. Mr. Sherman is a trustee of the Pension & Profit Sharing
Committee of Federated Department Stores Inc., chairman of the Corporate
Advisory Committee of New York City's Caring Adults and Safe Places, an advisory
board member of the Laboratory Institute of Merchandising and a director of the
United Way of New York City. He is also a member of the New York City
Comptroller's Economic Advisory Committee. He served as a director of Infinity
Broadcasting Corporation before its acquisition by CBS Corporation in December
1996. Mr. Sherman has been a director of the Company since February 1, 1999.
6
<PAGE> 9
[Photo] PAULA STERN, 53
President
The Stern Group, Inc. (economic analysis and trade
advisory services)
Washington, D.C.
Since 1988, Dr. Stern has been president of The Stern Group, Inc., a
Washington-based trade and international economic advisory firm. From 1972 to
1988, Dr. Stern held various positions with the United States government,
including commissioner and then chairwoman of the U.S. International Trade
Commission. She is a director of CBS Corporation, Avon Products, Inc., Harcourt
General and Wal-Mart Stores, Inc. Dr. Stern has been a director of the Company
since December 1998 and has served as a director of CBS Corporation since 1992.
DIRECTORS WITH TERMS CONTINUING TO 2001
---------------------------------------
[Photo] MEL KARMAZIN, 55
Chairman, President and Chief Executive Officer
Infinity Broadcasting Corporation
President and Chief Executive Officer
CBS Corporation
New York, New York
Mr. Karmazin has been chairman, president and chief executive officer of the
Company since September 1998. Mr. Karmazin was elected chief executive officer
of CBS Corporation in January 1999, having served as president and chief
operating officer of CBS Corporation since April 1998. Mr. Karmazin joined CBS
Corporation in December 1996 as chairman and chief executive officer of CBS
Radio. In May 1997, he also assumed responsibility for CBS Corporation's owned
television stations and became chairman and chief executive officer of the CBS
Station Group. Prior to joining CBS Corporation, he was president and chief
executive officer of Infinity Broadcasting Corporation from 1981 until its
acquisition by CBS Corporation in December 1996. Mr. Karmazin is a director of
CBS Corporation and Westwood One, Inc., and a member of the Board of Trustees
for the Museum of Television and Radio. Mr. Karmazin has been a director of the
Company since September 1998 and has served as a director of CBS Corporation
since 1997.
7
<PAGE> 10
[Photo] ROBERT D. WALTER, 53
Chairman and Chief Executive Officer
Cardinal Health, Inc. (healthcare services provider)
Dublin, Ohio
Mr. Walter is the founder, chairman and chief executive officer of Cardinal
Health, Inc. Since 1971, through internal growth and acquisitions, he has built
Cardinal into one of the country's leading healthcare services providers with
annual sales in 1998 of approximately $16 billion. Mr. Walter is a director of
CBS Corporation, Cardinal Health, Inc., Bank One Corporation and Karrington
Health, Inc, and a member of the Board of Trustees of Ohio University. Mr.
Walter has been a director of the Company since December 1998 and has served as
a director of CBS Corporation since 1994.
8
<PAGE> 11
THE BOARD OF DIRECTORS AND ITS COMMITTEES
No meetings of the Board or its committees were held during 1998 after
Infinity became a public company in December of that year.
There are currently two Board committees: the Audit Committee and the
Compensation Committee. The Board does not have a nominating committee.
The Audit Committee reviews and reports to the Board with respect to the
selection, retention, termination and terms of engagement of the Company's
independent auditors, and maintains communications among the Board, the
independent auditors and the Company's internal accounting staff with respect to
accounting and audit procedures. The Audit Committee also reviews, with
management and the Company's independent auditors, the Company's annual
financial statements, the adequacy of the Company's internal accounting and
control procedures and policies and related matters. Mr. Sherman is chair of
this committee. The committee was established in March 1999. For 1998, matters
within the charter of the Audit Committee were addressed by the full Infinity
Board, including review of the Company's 1998 financial statements.
The Compensation Committee is responsible for administering the Company's
stock plans and reviewing and making decisions with respect to the other
compensation of executive officers and key executives of the Company. Mr.
Conrades is chair of this committee and director Walter is a member. The
committee was established in December 1998.
A shareholder may recommend a Board candidate for consideration by the
Board by furnishing to the Secretary a resume of the experience and
qualifications of the proposed candidate and a written statement signed by the
proposed candidate consenting to be nominated for election to the Board and to
serve if elected. A shareholder may appear at the 2000 Annual Meeting of
Shareholders to nominate a candidate or to propose other business to be
considered by the shareholders (other than pursuant to a shareholder proposal
included in the proxy materials sent by the Company) by sending a notice to the
Secretary at the principal executive offices of Infinity for receipt between
January 5, 2000 and February 4, 2000 setting forth the information required by
the Company's bylaws.
DIRECTOR COMPENSATION
Directors who are employees of the Company, CBS Corporation ("CBS"), or
any of their subsidiaries are not compensated for service on the Board.
Non-employee directors did not receive any compensation from the Company in
1998. For services during 1999, non-employee directors receive an annual
director's fee of $30,000 in cash and stock options for 4,500 shares of the
Company's Class A Common Stock. The exercise price of the stock options is set
at the fair market value of Class A Common Stock on the grant date. One-third of
the stock options will be exercisable beginning on January 1 of each of the
three calendar years immediately following the grant, provided that the director
continues to be a member of the Board or of the board of CBS Corporation. There
are mandatory holding periods on stock received upon exercise of a stock option.
RELATED PARTY TRANSACTIONS
In December 1998, Infinity completed its initial public offering of Class
A Common Stock (the "Infinity IPO"). After the Infinity IPO, CBS beneficially
owned 95.8% of the combined voting power and 81.8% of the equity of Infinity.
9
<PAGE> 12
In connection with the Infinity IPO, the Company entered into an
intercompany agreement with CBS pursuant to which CBS provides Infinity with a
number of services, including human resources, legal, finance, information
management, internal audit, tax, treasury and executive services (including the
services of Messrs. Karmazin and Suleman). The costs of these services are
allocated according to established methodologies determined by CBS on an annual
basis. For all of 1998, allocated expenses of $7.3 million were paid by, and
included in the consolidated statement of earnings of, the Company.
The intercompany agreement also requires each party to make available at
favorable rates or without charge advertising time and space for promotional
purposes in a manner substantially consistent with past practice. In general,
Infinity and CBS have provided each other with promotional time and space
without charge in circumstances where the party providing the time or space
concludes that doing so would not significantly impact its potential revenues.
CBS has received, and is likely to continue to receive, more time under this
arrangement than the Company. Certain of the Company's radio stations also have
received and will continue to receive certain CBS television programming in
exchange for running promotional spots for CBS during those broadcasts. While it
is not possible to quantify the amounts involved in these arrangements, they
have not had a material impact on the Company's results of operations, and they
are not expected to be material in the future.
The intercompany agreement provides that the parties will use their best
efforts in appropriate situations to cooperate in jointly marketing their
products and services to potential advertisers and to refer advertisers to each
other. Relevant costs and revenues are to be split in a manner which, when
considered in light of their overall relationship, is intended to be fair to
both parties, as determined by CBS in its sole discretion after consultation
with the Company. The revenues associated with such sales were not significant
in 1998.
In addition, the Company entered into a tax sharing agreement with CBS
which generally provides that, for any taxable period in which Infinity is
included in CBS's consolidated tax return, Infinity will pay to CBS an amount
equal to the amount of income taxes Infinity would have paid if Infinity had
filed separate income tax returns.
Reference is made to the full text of the intercompany and tax sharing
agreements, copies of which have been filed with the Securities and Exchange
Commission.
In December 1998, out of net proceeds of the Infinity IPO, Infinity
purchased from CBS $95.7 million in aggregate principal amount of the 9% and
11-3/8% bonds of the Company's subsidiary, CBS Radio Inc., for a purchase price
equal to the amount of the purchase price paid by CBS for such bonds plus
accrued and unpaid interest, if any, on such bonds.
The Company owns a minority equity interest in Westwood One, Inc.
("Westwood One"). Most of Infinity's stations are affiliated with Westwood One
and Westwood One distributes nationally certain of the Company's network
programming. In connection with these arrangements, the Company receives
affiliation fees as well as programming cost reimbursements and in certain
instances shares in revenue from the sale of Infinity's programming. In
addition, certain officers of the Company serve as officers of Westwood One, for
which the Company receives a management fee. Revenue and expense reimbursements
from these arrangements recorded by the Company in all of 1998 totaled
approximately $64 million. Mr. Karmazin is a director of Westwood One and Mr.
Suleman is the executive vice president, chief financial officer and secretary
and a director of Westwood One.
10
<PAGE> 13
SECURITY OWNERSHIP
The following table sets forth the number of shares of Infinity Class A
Common Stock and CBS common stock beneficially owned as of January 7, 1999
(except as otherwise noted) by each director of the Company, by each of the
executive officers named in the Summary Compensation Table on page 13 (the
"named executive officers"), and by the directors and executive officers of the
Company as a group, as reported by each such person. Each person has sole voting
and investment power over the shares reported except as noted. No other equity
securities of the Company, its parent or its subsidiaries were beneficially
owned, directly or indirectly, by any director or executive officer on January
7, 1999.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership Amount and Nature of
Infinity Percent of Beneficial Ownership Percent of
Name Class A Common Stock Class CBS Common Stock Class
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
W. Apfelbaum 30,000 shares * 311,762 shares (1) (6) *
G. H. Conrades 20,000 shares * 34,835 shares (1) (2) (3) (4) *
M. Karmazin 50,000 shares * 8,149,764 shares (1) (5) 1.1%
D. Mason 3,680 shares * 481,365 shares (1) *
R. R. Pivirotto 1,000 shares * 26,356 shares (1) (2) (3) (4) *
J. Sherman 0 shares * 20,200 shares (6) *
P. Stern 1,000 shares * 21,720 shares (1) (2) (3) (4) *
F. Suleman 25,000 shares * 1,518,651 shares (1) (6) *
R. D. Walter 20,000 shares * 69,507 shares (1) (2) (3) (4) *
All directors and
executive officers
as a group 150,680 shares * 10,634,160 shares (1) (2) (3) (4) (5) (6) 1.5%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
*Represents less than 1% of the class.
(1) Includes the following shares of CBS common stock not owned by the
indicated executive officers or directors on January 7, 1999 but with
respect to which they had the right to acquire beneficial ownership
within 60 calendar days through the exercise of stock options or
warrants: Apfelbaum 66,666; Conrades 8,919; Karmazin 3,916,867; Mason
454,500; Pivirotto 8,919; Stern 8,169; Suleman 1,452,704; and Walter
8,169.
(2) Includes the following CBS common stock equivalents owned by the
indicated directors under the CBS Deferred Compensation and Stock Plan
for Directors: Conrades 418; Pivirotto 3,209; Stern 1,183; and Walter
103.
(3) The indicated directors have deferred all or part of their cash
compensation as CBS directors. As a result of these deferrals, at a
future date, these directors will be entitled to receive the following
number of shares of CBS common stock, which are reflected in the
table, or cash for all or part thereof: Conrades 6,663; Pivirotto
9,993; Stern 6,533; and Walter 3,021.
(4) Includes the following shares which the indicated directors acquired
after January 7, 1999: 732 restricted shares of CBS common stock
granted to each of Messrs. Conrades, Pivirotto and Walter and Dr.
Stern as part of their 1999 CBS director compensation; 86 restricted
shares of such stock granted to Mr. Walter as a prorated committee
chair fee for assuming chairmanship of a certain CBS board committee
during 1998; and 3,000 CBS shares purchased by Mr. Conrades.
(5) Includes 2,184,003 shares of CBS common stock as to which Mr. Karmazin
has voting power but no investment power.
11
<PAGE> 14
(6) Includes the following shares of CBS common stock that are owned by
family members of the indicated executive officer or director: Mr.
Apfelbaum 1,601 shares; Mr. Sherman 20,200 shares; and Mr. Suleman
17,313 shares.
PRINCIPAL SHAREHOLDERS
Except as set forth below, Infinity does not know of any person who
beneficially owns more than 5% of any class of the Company's Common Stock.
<TABLE>
<CAPTION>
Shares and Class of
Name and Address Common Stock Percent
Beneficial Owner Beneficially Owned of Class
- --------------------------------------------------------------------------------------------
<S> <C> <C>
CBS Broadcasting Inc.
51 West 52nd Street 700,000,000 100%
New York, New York 10019 Class B
Janus Capital Corporation
100 Fillmore Street 12,573,600 8.9%*
Denver, Colorado 80206 Class A
- --------------------------------------------------------------------------------------------
</TABLE>
*Based on the number of shares of Class A Common Stock reported to the
Company as beneficially owned as of December 31, 1998.
12
<PAGE> 15
EXECUTIVE COMPENSATION
Compensation for the Company's executive officers for 1998 and 1997 was
set by the Compensation Committee of CBS and was paid by CBS or its
subsidiaries. The following table sets forth information with respect to
compensation paid to the Company's chief executive officer and its other
executive officers (the "named executive officers") by CBS and its subsidiaries
for services rendered in all capacities to CBS or any of its subsidiaries,
including the Company, in 1998 and 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
All Other
Annual Compensation Long-Term Compensation Compensation
-------------------------------------------- ------------------------------------ ---------------
Awards Payouts
-------------------------- -------
Securities LTIP
Name and Other Annual Restricted Underlying Pay-
Principal Position Year Salary Bonus Compensation Stock Awards Options(2) outs
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
M. Karmazin 1998 $1,000,000 $3,000,000 (1) N/A 0 250,000 0 $2,004,294 (3)
Chairman, 1997 $925,000 $3,000,000 N/A 0 500,000 0 $3,749
President & Chief
Executive Officer
F. Suleman 1998 $600,000 $1,250,000 (1) N/A 0 100,000 0 $2,574 (3)
Executive VP, 1997 $500,000 $1,000,000 N/A 0 100,000 0 $345
Chief Financial
Officer &
Treasurer
D. Mason 1998 $821,300 $535,000 (1) N/A 0 60,000 0 $2,994 (3)
VP, Infinity & 1997 $815,000 $400,000 N/A 0 60,000 0 $4,800
President, Infinity
Radio Group
W. Apfelbaum 1998 $950,000 $1,500,000 (1) N/A 0 50,000 0 $3,278 (3)
President & CEO, 1997 $950,000 $1,000,000 N/A 0 50,000 0 $2,289
TDI Worldwide, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents incentive compensation awarded for 1998.
(2) Represents grants of non-qualified stock options to acquire CBS common
stock. No options to acquire Infinity Common Stock were granted or
outstanding in 1998 or 1997.
(3) The amounts shown in this column consist of: (i) company contributions
to savings program accounts of the indicated executive officers: Mr.
Suleman $2,052; and Mr. Mason $2,994; (ii) imputed income with respect
to executive life insurance for the indicated executive officers: Mr.
Karmazin $4,294; Mr. Suleman $522; and Mr. Apfelbaum $3,278; and (iii)
for Mr. Karmazin, a special award in the amount of $2,000,000 to
acknowledge significant contributions during 1998 beyond that
reflected by specific performance goals. One half of the award was
subject to mandatory deferral. This deferred amount is held for Mr.
Karmazin in a deferral account and credited with appreciation as
follows: for one half of the deferral amount, at a rate equal to the
increase, if any, in the Infinity Class A Common Stock price, and at a
rate equal to the increase, if any, in the CBS common stock price as
to the remainder. Mr. Karmazin's deferral account will be paid
beginning in the January following termination of service in one,
five, 10 or 15 annual installments, as Mr. Karmazin elects prior to
termination of service. In the event of a change in control of the
company, the value of any unpaid deferred amounts (including deferrals
from prior years) are paid to a trustee or otherwise on such terms as
the compensation committee of the company may prescribe or permit.
13
<PAGE> 16
OPTION GRANTS
No options to acquire Infinity Common Stock were granted or outstanding in
1998. The following table shows grants in 1998 to the named executive officers
of options to purchase shares of CBS common stock.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
% of Total
Options Grant Date
Granted to Present Value(2)
Options Employees in Exercise or Expiration
Name Granted(1) Fiscal Year Base Price Date Per Share Total
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
M. Karmazin............. 250,000 2.9% $29.8125 01/26/08 $15.21 $3,802,500
F. Suleman.............. 100,000 1.2% $29.8125 01/26/08 $15.21 $1,521,000
D. Mason................ 60,000 0.7% $29.8125 01/26/08 $15.21 $912,600
W. Apfelbaum............ 50,000 0.6% $29.8125 01/26/08 $15.21 $760,500
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All stock options were granted to the named executive officers on
January 27, 1998. All stock options were granted in tandem with
limited rights. Options have a term of 10 years from the date of grant
or such lesser term as may be determined by the CBS Compensation
Committee. The exercise price under each option may not be less than
the fair market value of CBS common stock on the option grant date.
Except in the event of a change in control of CBS, generally an option
becomes exercisable in thirds, beginning after the first, second, and
third anniversaries of the grant date. Limited rights are exercisable
only in the event of a change in control of CBS and during the 30 days
immediately following such change and only when the fair market value
on the exercise date exceeds the exercise price. When a limited right
is exercised, the employee is entitled to receive in cash the
difference between the exercise price of the related option and the
greater of (i) the highest closing sales price of the CBS common stock
on the New York Stock Exchange ("NYSE") during the 60 days prior to
exercise, or (ii) the highest price paid for the CBS common stock in
the change in control transaction during such period. Reload options
are granted to employees at the time of an exercise of a stock option
through a Stock Swap (payment of the exercise price by surrender of
previously owned shares of common stock), unless the CBS Compensation
Committee cancels the reload feature before such exercise. The reload
option is granted for the number of shares the employee tenders to pay
the exercise price of the related option.
(2) These values were derived using the following common assumptions:
stock price volatility 31%; dividend yield 0.67%; interest rate
5.683%; reload premium 10%; risk of forfeiture discount 5.9%; and for
each option, its full term and exercise price. There were no
adjustments made for non-transferability. The values and assumptions
were based on the Black-Scholes option pricing model. The actual
value, if any, that an executive officer may realize from stock
options (assuming that they are exercised) will depend solely on the
gain in stock price over the exercise price when the shares are sold.
14
<PAGE> 17
OPTION EXERCISES AND FISCAL YEAR-END VALUES
No options to acquire Infinity Common Stock were outstanding during 1998.
The following table provides information as to stock options to purchase CBS
common stock exercised during 1998 by the named executive officers; the
unexercised options to purchase CBS common stock (including options granted in
1998 and prior years) owned by the named executive officers; and the value of
CBS stock options held by them at year-end.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired Options at Fiscal Year-End Options at Fiscal Year-End(1)
on Value ------------------------------ -------------------------------
Name Exercise Realized Exercisable Unexercisable(2) Exercisable Unexercisable(2)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
M. Karmazin............ 6,178,985 $195,934,379 3,833,534 250,000 $77,268,877 $750,000
F. Suleman............. 153,900 $4,450,794 1,419,371 100,000 $36,079,395 $300,000
D. Mason................ 0 N/A 434,500 60,000 $7,212,594 $180,000
W. Apfelbaum............ 0 N/A 50,000 50,000 $712,500 $150,000
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the closing price of CBS common stock as reported on the NYSE
composite tape on December 31, 1998 ($32.8125).
(2) These options are unexercisable because they have not yet vested under
their terms.
PENSION BENEFITS
Mr. Karmazin has a vested benefit under an Infinity pension plan which was
frozen in November 1987. He has not accrued any additional benefits under this
plan since November 1987. As of December 31, 1998, the estimated monthly benefit
amount payable to Mr. Karmazin upon retirement at normal retirement age under
this frozen pension plan is $1,408.
Messrs. Suleman and Apfelbaum do not participate in any tax-qualified
defined benefit pension plan sponsored by the Company or CBS.
Effective January 1, 1998, Mr. Mason began to participate in the Group W
component of the CBS Combined Pension Plan (the "Group W Plan"). Prior to that
date, he participated in the Westinghouse Pension Plan, which has terms
substantially similar to the Group W Plan. The Group W Plan is a contributory,
defined benefit plan designed to provide retirement income related to an
employee's salary and years of active service. All CBS contributions are
actuarially determined. Mr. Mason also participates in the Westinghouse
Executive Pension Plan (the "Executive Pension Plan"), which provides for
supplemental pension payments provided that he meets certain eligibility
requirements. Such payments, when added to his pension under the Group W Plan,
result in a total annual pension equal to 1.47% for each year of credited
service multiplied by his average annual compensation. Average annual
compensation is equal to the sum of the average of the five highest annualized
December base salaries and the average of the five highest annual incentive
awards, each in the last 10 years of employment. In the event of retirement
prior to age 60, the total annual pension would be reduced by an amount equal to
the reduction in the benefits payable under the Group W Plan. In the event of a
change in control of CBS, participants in the Executive Pension Plan become
vested and benefits may be paid on a present value or other basis.
15
<PAGE> 18
For purposes of illustration, the following table indicates the
approximate amounts of annual retirement income that would be payable at the
present time under various assumptions as to average annual compensation and
years of service to employees who participate in the Group W Plan and are
eligible for supplemental payments pursuant to the Executive Pension Plan.
<TABLE>
<CAPTION>
Five-year
average annual Estimated annual pension for
compensation specified years of credited service
including ---------------------------------------------------------------------------------------------
incentive award 15 20 25 30 35 40
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 700,000 $ 154,350 $ 205,800 $ 257,250 $ 308,700 $ 360,150 $ 411,600
900,000 198,450 264,600 330,750 396,900 463,050 529,200
1,100,000 242,550 323,400 404,250 485,100 565,950 646,800
1,500,000 330,750 441,000 551,250 661,500 771,750 882,000
2,000,000 441,000 588,000 735,000 882,000 1,029,000 1,176,000
2,500,000 551,250 735,000 918,750 1,102,500 1,286,250 1,470,000
3,000,000 661,500 882,000 1,102,500 1,323,000 1,543,500 1,764,000
3,500,000 771,750 1,029,000 1,286,250 1,543,500 1,800,750 2,058,000
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
The amounts presented in the above table are based on straight life
annuity amounts and are not subject to any reduction for Social Security
benefits or other offset amounts. As of December 31, 1998, Mr. Mason had 5.586
credited years of service under the Group W Plan.
16
<PAGE> 19
COMPENSATION AND SEVERANCE ARRANGEMENTS
Messrs. Karmazin and Suleman are employees of CBS and provide services to
the Company pursuant to the terms of the intercompany agreement referred to
under "Related Party Transactions." As employees of CBS, Messrs. Karmazin and
Suleman will continue to render services to CBS as well as to Infinity.
MEL KARMAZIN
In June 1996, Mr. Karmazin entered into an employment agreement with CBS
that became effective on December 31, 1996, the time of the acquisition of
Infinity Broadcasting Corporation by CBS. The agreement has a term of four years
from the effective date. The employment agreement provides for a starting annual
base salary of $925,000, subject to merit review and annual increases (but not
decreases) at the sole discretion of the CBS Compensation Committee. The
employment agreement further provides that Mr. Karmazin will have the
opportunity to receive performance-based annual incentive bonuses with a target
award opportunity of $1,500,000. Mr. Karmazin also received a stock option grant
pursuant to the agreement on December 31, 1996 for 500,000 shares of CBS common
stock, with the options generally becoming exercisable after the first and
second anniversaries of the grant date. The employment agreement provides that
Mr. Karmazin's employment is terminable for cause upon the occurrence of any (i)
action involving willful malfeasance or gross misconduct in connection with such
employment having a material adverse effect on CBS, (ii) substantial and
continuing refusal to perform ordinary duties of a chief executive officer, or
(iii) felony conviction. In the event Mr. Karmazin's employment is terminated
without cause or CBS otherwise breaches the employment agreement, Mr. Karmazin
would be entitled to receive a lump-sum payment equal to the compensation,
including annual incentive compensation, that otherwise would have been paid to
Mr. Karmazin for the remainder of the term of the employment agreement.
DANIEL MASON
In May 1996, Mr. Mason entered into an employment agreement with CBS
Broadcasting Inc. (a subsidiary of CBS Corporation), effective as of November
28, 1995. The agreement was amended as of January 29, 1997. The employment
agreement, which will terminate on November 27, 1999, provided for an initial
annual base salary of $575,000, which increased to $815,000 as of January 1,
1997, and, thereafter, Mr. Mason's annual base salary is subject to merit review
and may be increased in accordance with company compensation guidelines. The
employment agreement also provides that Mr. Mason will have the opportunity to
receive performance-based annual incentive bonuses with a target award
opportunity of 40% of his annual base salary. Mr. Mason's employment is
terminable for cause upon the occurrence of any (i) fraud, misappropriation or
embezzlement, or (ii) the willful failure to perform services under the
employment agreement. In the event that Mr. Mason's employment is terminated
other than for cause, he would be entitled to receive his base salary for the
remainder of the term of the agreement so long as he is ready, willing and able
to render services under the agreement. In the event that Mr. Mason terminates
his employment for good reason (as described in the agreement), Mr. Mason would
be entitled to receive an amount equal to his annual base salary.
17
<PAGE> 20
WILLIAM APFELBAUM
In December 1989, Mr. Apfelbaum entered into an employment agreement with
TDI Worldwide, Inc. ("TDI") that was restated in November 1998 to reflect all
amendments made to such agreement prior thereto. The employment agreement will
terminate on March 25, 2001. The employment agreement provides for an annual
base salary of $950,000 and that Mr. Apfelbaum will have the opportunity to
receive performance-based annual incentive bonuses with a target award
opportunity of $1,000,000. Mr. Apfelbaum's employment is terminable for cause
upon the occurrence of any (i) felony or act of bad faith having a material
adverse affect on TDI, (ii) breach of the agreement that is unremedied, or (iii)
willful failure or refusal to follow the reasonable directions of the board of
directors of TDI as are consistent with his duties as president and chief
executive of TDI. In the event that Mr. Apfelbaum's employment is terminated by
the board of directors of TDI other than for cause, TDI would be obligated to
pay to Mr. Apfelbaum his base salary and benefits for the remainder of the
contract in accordance with the terms of the employment agreement.
COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of the Company is
responsible for administering the Company's stock plans and reviewing and making
decisions with respect to the other compensation of executive officers and key
executives of the Company. The Compensation Committee was formed in late
December 1998 shortly after the Infinity IPO was completed, with Messrs.
Conrades and Walter as members.
All of the 1998 compensation for Infinity's executive officers was set by
the Compensation Committee of CBS. Therefore, the Infinity Compensation
Committee does not have a report for 1998.
2. ELECTION OF INDEPENDENT AUDITORS
(Item 2 on proxy card)
Independent auditors are to be elected to audit and express an opinion on
the Company's financial statements for 1999. The Board has nominated KPMG LLP
("KPMG"), and this firm has advised the Company that it is willing to serve. If
KPMG is not elected, or if elected and it should subsequently decline to serve,
or if its engagement by the Company is terminated, the Board, in conjunction
with the Audit Committee, will appoint other independent auditors.
A representative of KPMG will be present at the 1999 Annual Meeting of
Shareholders and will have an opportunity to make a statement. He or she will
also respond to any appropriate questions.
The persons named in the enclosed proxy card (Messrs. Karmazin, Suleman
and Apfelbaum) have advised that they intend to vote for the election of KPMG
unless a contrary direction is indicated on the proxy card.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF KPMG AS INDEPENDENT AUDITORS.
The affirmative vote of a majority of the votes cast by the shareholders
is required for passage.
18
<PAGE> 21
VOTING INFORMATION
Under Delaware law and the Company's Restated Certificate and bylaws, the
presence of a quorum is required to transact business at the 1999 Annual Meeting
of Shareholders. A quorum is defined as the presence, either in person or by
proxy, of a majority of the combined voting power of the outstanding shares of
Common Stock entitled to vote in the election of directors at the meeting.
Abstentions, votes withheld from director nominees and broker-dealer non-votes
will be counted for purposes of determining a quorum.
Assuming the presence of a quorum, (i) the two nominees for director
receiving the highest number of votes will be elected directors and (ii) the
approval of a majority of the votes cast by the shareholders is required for the
election of independent auditors.
CBS Broadcasting Inc., an indirect, wholly-owned subsidiary of CBS, owns
all of the outstanding shares of Infinity Class B Common Stock, representing
95.8% of the combined voting power of the outstanding shares of Common Stock. As
such, the affirmative vote of such shares is sufficient to elect the nominees
named herein to the Board of Directors and to elect independent auditors. The
Company has been advised that CBS Broadcasting Inc. intends to vote for the
election of the two nominees proposed by the Board of Directors and for the
election of KPMG LLP as independent auditors.
Abstentions and broker-dealer non-votes are not counted in determining the
numbers of votes cast in connection with the election of independent auditors.
While abstentions and broker-dealer non-votes are not cast and therefore do not
count either for or against the election of independent auditors, they do have
the practical effect of reducing the number of affirmative votes required to
achieve majority in this matter.
SHAREHOLDER PROPOSAL SUBMISSIONS FOR 2000 ANNUAL MEETING OF SHAREHOLDERS
To be considered for inclusion in the proxy materials relating to the 2000
Annual Meeting of Shareholders, shareholder proposals should be addressed to the
Secretary and must be received at the principal executive offices of Infinity on
or before December 1, 1999.
SOLICITATION OF PROXIES
This solicitation of proxies is made on behalf of the Board of Directors
of the Company. Solicitation will be by mail, except for any personal
solicitation made orally or in writing by or under the direction of directors,
officers or employees of Infinity. The cost of solicitation, including the cost
of any such personal solicitation, will be paid by the Company. Infinity may
request persons such as brokers, nominees and fiduciaries holding stock in their
names to forward proxy materials to the beneficial owners, and it will reimburse
such persons for their reasonable expenses incurred in doing so.
A shareholder giving a proxy has the power to revoke the proxy by
delivering a later-dated and signed proxy or written notice of revocation to the
Secretary prior to the time voting is declared closed or by attending the
meeting and voting in person. All proxies will be voted if properly signed,
received by the Secretary prior to the time voting is declared closed and not
revoked prior to that time.
As of the time of preparation of this proxy statement, the Board knows of
no matter, other than those described in the foregoing paragraphs, that will be
presented at the 1999 Annual Meeting of Shareholders. However, if any other
matters properly come before the meeting or any adjournment thereof, the person
or persons voting the proxies will vote them in accordance with their best
judgment.
March 30, 1999
19
<PAGE> 22
[INFINITY LOGO]
<PAGE> 23
INFINITY BROADCASTING
CORPORATION
c/o EquiServe
P.O. Box 8040
Boston, MA 02266-8040
ADMISSION TICKET
1999 ANNUAL MEETING
OF
SHAREHOLDERS
OF
INFINITY BROADCASTING CORPORATION
Tuesday, May 4, 1999
3:30 p.m.
Sheraton New York Hotel
811 Seventh Avenue (at 52nd Street)
New York, New York
DETACH HERE
[ X ] PLEASE MARK
VOTES AS IN
THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
<TABLE>
<CAPTION>
<S> <C>
FOR AGAINST ABSTAIN
1. Election of two directors, each for a three-year term. 2. The Election of Independent Auditors. [ ] [ ] [ ]
NOMINEES: George H. Conrades and Farid Suleman. THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED AS
SPECIFIED ABOVE, BUT IF NO SPECIFICATION IS MADE THEY WILL BE
FOR WITHHOLD VOTED FOR ITEMS 1 AND 2 AND AT THE DISCRETION OF THE PROXIES
ALL [ ] FROM ALL [ ] ON ANY MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
NOMINEES NOMINEES
[ ] MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
------------------------------------------------
For all nominees except as noted above MARK HERE FOR ADDRESS CHANGE AND NOTE
CHANGES AT LEFT [ ]
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor, administrator,
trustee or guardian, give full name and title as such.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ACCOMPANYING
ENVELOPE.
Signature: Date: Signature: Date:
---------------------- ----------------- ------------------------ ---------------
</TABLE>
<PAGE> 24
DETACH HERE
PROXY
INFINITY BROADCASTING CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS, MAY 4, 1999
(SEE PROXY STATEMENT FOR DISCUSSION OF ITEMS)
The undersigned hereby appoints Mel Karmazin, Farid Suleman and William
Apfelbaum, and each of them, jointly and severally, as proxies, with power of
substitution, to vote all shares of Infinity Broadcasting Corporation Class A
Common Stock which the undersigned is entitled to vote on all matters which may
properly come before the 1999 Annual Meeting of Shareholders of Infinity
Broadcasting Corporation, or any adjournment thereof.
[SEE REVERSE] CONTINUED AND TO BE SIGNED ON REVERSE SIDE [SEE REVERSE]
SIDE SIDE
