<PAGE> 1
As filed with the Securities and Exchange Commission on April 7, 1999
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
Infinity Broadcasting Corporation
(Exact name of Registrant as specified in its charter)
Delaware 13-4030071
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
40 West 57th Street
New York, New York 10019
(Address of Registrant's principal executive offices, including zip code)
Infinity Broadcasting Corporation 1999 Long-Term Incentive Plan
(Full title of the plan)
ANGELINE C. STRAKA
Secretary
Infinity Broadcasting Corporation
40 West 57nd Street
New York, New York 10019
(Name and address of agent for service)
(212) 975-3335
(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share (1) offering (1) fee (1)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Common Stock,
par value
$.01 per
share. . . . 2,500,000 $26.0625 $65,156,250 $18,113.44
- ------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457 under the Securities Act of 1933, the proposed maximum
aggregate offering price and the registration fee are based upon the average of
the high and low prices per share of the Registrant's Class A Common Stock
reported on the New York Stock Exchange Composite Tape on March 31, 1999.
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<PAGE> 2
EXPLANATORY STATEMENT
This Registration Statement on Form S-8 registers 2,500,000 shares of
Class A Common Stock of Infinity Broadcasting Corporation ("Infinity"), par
value $.01 per share (the "Common Stock"), for issuance pursuant to the Infinity
Broadcasting Corporation 1999 Long-Term Incentive Plan (the "Plan").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, each as filed by Infinity Broadcasting
Corporation, a Delaware corporation (the "Company" or "Infinity"), with the
Securities and Exchange Commission (the "Commission") are incorporated as of
their respective dates in this Registration Statement by reference:
A. the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
B. the Description of Infinity's Class A Common Stock contained in
Infinity's Registration Statement on Form 8-A/A filed with the Commission on
November 5, 1998, as amended or updated pursuant to the Exchange Act.
All documents subsequently filed by Infinity pursuant to Sections 13(a)
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement by reference and to be a part hereof from the respective
date of filing of each such document. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Angeline C. Straka, Esquire, Secretary of the Company, has given an
opinion as to the legality of the securities being registered hereunder.
Item 6. Indemnification of Directors and Officers
As permitted by applicable provisions of the Delaware General
Corporation Law ("DGCL"), the Restated Certificate 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 Infinity 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
Infinity 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 Restated Certificate and the By-Laws also provide that, to the fullest
extent permitted by the DGCL as it exists or may in the future be amended,
Infinity 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
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<PAGE> 4
reason of the fact that such person is or was an officer or director of
Infinity, and may indemnify any employee or agent of Infinity and any person
serving at the request of Infinity as a officer, director, partner, member,
employee or agent of another corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise;
provided, however, that Infinity 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 By-Laws. In addition,
Infinity 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
the Restated Certificate and the By-Laws, in defending any such proceeding in
advance of its final disposition upon receipt (unless Infinity upon
authorization of the Board of Directors waives such requirement to the extent
permitted by 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 Infinity as authorized in the By-Laws or
otherwise. The Restated Certificate and the 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.
CBS Corporation currently maintains insurance on behalf of officers and
directors of CBS Corporation and its subsidiaries (including Infinity and its
subsidiaries) against any liability which may be asserted against any such
officer or director, subject to certain customary exclusions.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
---------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of Infinity as amended to December 14, 1998,
are incorporated by reference to Exhibit 3.3 to Infinity's Registration Statement
No. 333-63727 on Form S-1, Amendment No. 4, filed December 4, 1998.
4.2 Restated By-laws of Infinity, as amended effective December 14, 1998, are
incorporated by reference to Exhibit 3.4 to Infinity's Registration Statement No. 333-63727
on Form S-1, Amendment No. 4, filed December 4, 1998.
4.3 1999 Long Term Incentive Plan of the Company (effective as of April 1, 1999).
5 Opinion of Angeline C. Straka, Esquire, Secretary of the Company, as to the legality of
the securities.
23.1 Consent of Counsel - contained in opinion filed as Exhibit 5.
23.2 Consent of KPMG LLP.
24 Powers of Attorney.
</TABLE>
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<PAGE> 5
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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;
(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 offer 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; and
(d) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act 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 offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof:
(e) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Infinity Broadcasting Corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 7th day of April, 1999.
Infinity Broadcasting Corporation
By: /s/ Angeline C. Straka
-------------------------------------
Angeline C. Straka
Secretary
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 7th day
of April, 1999, in the capacities indicated:
Signature Title
Chairman, President and
* Chief Executive Officer
- --------------------------------- (principal executive officer)
(Mel Karmazin) and Director
*
- --------------------------------- Director
(George H. Conrades)
*
- --------------------------------- Director
(Richard R. Pivirotto)
*
- --------------------------------- Director
(Jeffrey Sherman)
*
- --------------------------------- Director
(Paula Stern)
* Executive Vice President, Chief
- --------------------------------- Financial Officer and Treasurer
(Farid Suleman) (principal financial and accounting
officer)and Director
*
- --------------------------------- Director
(Robert D. Walter)
*By /s/ Angeline C. Straka
----------------------------------
Angeline C. Straka
Secretary
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<PAGE> 1
Exhibit 4.3
INFINITY BROADCASTING CORPORATION
1999 LONG-TERM INCENTIVE PLAN
(EFFECTIVE AS OF APRIL 1, 1999)
ARTICLE I
GENERAL
1.1 Purpose
The purposes of the 1999 Long-Term Incentive Plan ("Plan") for eligible
employees of Infinity Broadcasting Corporation ("Corporation") and its
Subsidiaries (the Corporation and its Subsidiaries severally and collectively
referred to in the Plan as the "Company") are to foster and promote the
long-term financial success of the Company and materially increase stockholder
value by: (i) attracting and retaining employees of outstanding ability; (ii)
strengthening the Company's capability to develop, maintain and direct a high
performance team; (iii) motivating employees, by means of performance-related
incentives, to achieve long-range performance goals; (iv) providing incentive
compensation opportunities competitive with those of other major companies; and
(v) enabling employees to participate in the long-term growth and financial
success of the Company.
1.2 Administration
(a) The Plan will be administered by a committee of the Board of
Directors of the Corporation ("Committee") which will consist of two or more
members. The members will be appointed by the Board of Directors, and any
vacancy on the Committee will be filled by the Board of Directors or in a manner
authorized by the Board.
(b) Subject to the limitations of the Plan, the Committee will have the
sole and complete authority: (i) to select in accordance with Section 1.3
persons who will participate in the Plan ("Participant" or "Participants")
(including the right to delegate authority to select Participants); (ii) to make
Awards and payments in such forms and amounts as it may determine (including the
right to delegate authority to make Awards within limits approved from time to
time by the Committee); (iii) to impose such limitations, restrictions, terms
and conditions upon such Awards as the Committee or its authorized delegates
deems appropriate; (iv) to interpret the Plan and the terms of any document
relating to the Plan and to adopt, amend and rescind administrative guidelines
and other rules and regulations relating to the Plan; (v) to amend or cancel an
existing Award in whole or in part (including the right to delegate authority to
amend or cancel an existing Award in whole or in part within limits approved
from time to time by the Committee), except that the Committee and its
authorized delegates may not, unless otherwise provided in the Plan, or unless
the Participant affected thereby consents, take any action under this clause
that would adversely affect the rights of such Participant with respect to the
Award, and except that the Committee and its authorized delegates may not,
unless otherwise provided in the Plan, take any action to amend any outstanding
Option under the Plan in order to decrease the Option Price under such Option;
and (vi) to make all other determinations and to take all other
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actions necessary or advisable for the interpretation, implementation and
administration of the Plan. The Committee's determinations on matters within its
authority will be conclusive and binding upon the Company and all other persons.
(c) The Committee will act with respect to the Plan on behalf of the
Corporation and on behalf of any Subsidiary issuing stock under the Plan,
subject to appropriate action by the board of directors of any such Subsidiary.
All expenses associated with the Plan will be borne by the Corporation subject
to such allocation to its Subsidiaries and operating units as it deems
appropriate.
1.3 Selection for Participation
Participants selected by the Committee (or its authorized delegates)
must be Eligible Persons, as defined herein. "Eligible Persons" are persons who
are employees of the Company or its parent corporation(s) ("Employee" or
"Employees") or, in the event of death while an Employee, his or her estate.
Eligible Persons will also include independent contractors of the Company as to
an Award if the person is an independent contractor at the time the Award is
granted. In making this selection and in determining the form and amount of
Awards, the Committee may give consideration to the functions and
responsibilities of the Eligible Person, his or her past, present and potential
contributions to the Company and other factors deemed relevant by the Committee.
1.4 Types of Awards under Plan
Awards ("Awards") under the Plan may be in the form of any one or more
of the following: (i) Non-statutory stock options ("NSOs" or "Options"), as
described in Article II; (ii) Stock Appreciation Rights ("SARs") and Limited
Stock Appreciation Rights ("Limited Rights"), as described in Article II; (iii)
Performance Awards ("Performance Awards") as described in Article IV; and (iv)
Restricted Stock ("Restricted Stock") and Restricted Units ("Restricted Units"),
each as described in Article V.
1.5 Shares Subject to the Plan
Shares of stock issued under the Plan may be in whole or in part
authorized and unissued or treasury shares of the Corporation's Class A Common
Stock, par value $0.01 per share ("Common Stock"), or "Formula Value Stock" as
defined in Section 8.12(d) (Common Stock and Formula Value Stock severally and
collectively referred to in the Plan as "Stock").
The maximum number of shares of Stock which may be issued for all
purposes under the Plan will be 2,500,000, plus such additional shares as the
Board of Directors or the Committee may, from time to time, authorize by a
resolution or resolutions duly adopted by said Board of Directors or Committee.
Except as otherwise provided below, any shares of Stock subject to an
Option or other Award which is canceled or terminates without any shares having
been issued pursuant thereto having been exercised will again be available for
Awards under the Plan. Shares subject to an option canceled upon the exercise of
an SAR will not again be available for Awards under the
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Plan except to the extent the SAR is settled in cash. To the extent that an
Award is settled in cash, shares of Stock subject to that Award will again be
available for Awards. Shares of Stock tendered by a Participant or withheld by
the Company to pay the exercise price of an Option or to satisfy the tax
withholding obligations of the exercise or vesting of an Award will be available
again for Awards under the Plan. Shares of Restricted Stock forfeited to the
Company in accordance with the Plan and the terms of the particular Award will
be available again for Awards under the Plan.
No fractional shares will be issued, and the Committee will determine
the manner in which fractional share value will be treated.
ARTICLE II
STOCK OPTIONS
2.1 Award of Stock Options
The Committee may, from time to time, subject to the provisions of the
Plan and such other terms and conditions as the Committee may prescribe, award
to any Participant Options to purchase Stock.
The Committee may provide with respect to any option to purchase Stock
that, if the Participant, while an Eligible Person, exercises the option in
whole or in part using already-owned Stock, the Participant will, subject to
this Section 2.1 and such other terms and conditions as may be imposed by the
Committee, receive an additional option ("Reload Option"). The Reload Option
will be to purchase, at Fair Market Value as of the date the original option was
exercised, a number of shares of Stock equal to the number of whole shares used
by the Participant to exercise the original option. The Reload Option will be
exercisable only between the date of its grant and the date of expiration of the
original option.
A Reload Option will be subject to such additional terms and conditions
as the Committee may approve, which terms may provide that the Committee may
cancel the Participant's right to receive the Reload Option and that the Reload
Option will be granted only if the Committee has not canceled such right prior
to the exercise of the original option. Such terms may also provide that, upon
the exercise by a Participant of a Reload Option while an Eligible Person, an
additional Reload Option will be granted with respect to the number of whole
shares used to exercise the first Reload Option.
2.2 Stock Option Agreements
The award of an option will be evidenced by a written agreement ("Stock
Option Agreement") in such form and containing such terms and conditions as the
Committee may from time to time determine. The Committee may also at any time
and from time to time provide for the deferral of delivery of any shares for
which the option may be exercisable until a specified date or dates and subject
to terms and conditions determined by the Committee.
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2.3 Option Price
The purchase price of Stock under each Option ("Option Price") will not
be less than the Fair Market Value of such Stock on the date the Option is
awarded.
2.4 Exercise and Term of Options
(a) Except as otherwise provided in the Plan, Options will become
exercisable at such time or times as the Committee may specify. The Committee
may at any time and from time to time accelerate the time at which all or any
part of the Option may be exercised.
(b) The Committee will establish procedures governing the exercise of
options and will require that notice of exercise be given. Stock purchased on
exercise of an option must be paid for as follows: (1) in cash or by check
(acceptable to the Company in accordance with guidelines established for this
purpose), bank draft or money order payable to the order of the Company; or (2)
if so provided by the Committee: (i) through the delivery of shares of Stock
which are then outstanding and which have a Fair Market Value on the date of
exercise equal to the exercise price, (ii) by delivery of an unconditional and
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (iii) by any combination of the
permissible forms of payment.
2.5 Termination of Eligibility
Unless the Committee provides otherwise, in the event the Participant
is no longer an Eligible Person and ceased to be such as a result of termination
of service to the Company with the consent of the Committee or as a result of
his or her death, retirement or disability, each of his or her outstanding
Options will be exercisable by the Participant (or his or her legal
representative or designated beneficiary), to the extent that such Option was
then exercisable, at any time prior to an expiration date established by the
Committee at the time of award, but in no event after such expiration date. In
the event an Award is made to the estate of a person who died while an Employee,
each outstanding option held by such estate will be exercisable by the estate
(or the distributee of said estate) at any time prior to an expiration date
established by the Committee at the time of award. Unless the Committee provides
otherwise, if the Participant ceases to be an Eligible Person for any other
reason, all of the Participant's then outstanding Options will terminate
immediately.
ARTICLE III
STOCK APPRECIATION RIGHTS AND LIMITED RIGHTS
3.1 Award of Stock Appreciation Right
(a) An SAR is an Award entitling the recipient on exercise to receive
an amount, in cash or Stock or a combination thereof (such form to be determined
by the Committee), determined in whole or in part by reference to appreciation
in Stock value.
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(b) In general, an SAR entitles the Participant to receive, with
respect to each share of Stock as to which the SAR is exercised, the excess of
the share's Fair Market Value on the date of exercise over its Fair Market Value
on the date the SAR was granted.
(c) SARs may be granted in tandem with options granted under the Plan
("Tandem SARS") or independent of Options ("Independent SARs"). An SAR granted
in tandem with an NSO may be granted either at or after the time the Option is
granted.
(d) SARs awarded under the Plan will be evidenced by either a Stock
Option Agreement (when SARs are granted in tandem with an Option) or a separate
agreement between the Company and the Participant.
(e) Except as otherwise provided herein, a Tandem SAR will be
exercisable only at the same time and to the same extent and subject to the same
conditions as the Option related thereto is exercisable, and the Committee may
prescribe additional conditions and limitations on the exercise of the SAR. The
exercise of a Tandem SAR will cancel the related Option. Tandem SARs may be
exercised only when the Fair Market Value of Stock to which it relates exceeds
the Option Price.
(f) Except as otherwise provided herein, an Independent SAR will become
exercisable at such time or times, and on such conditions, as the Committee may
specify, and the Committee may at any time accelerate the time at which all or
any part of the SAR may be exercised.
The Committee may provide, under such terms and conditions as it may
deem appropriate, for the automatic grant of additional SARs upon the full or
partial exercise of an Independent SAR.
Any exercise of an Independent SAR must be in writing, signed by the
proper person and delivered or mailed to the Company, accompanied by any other
documents required by the Committee.
(g) Except as otherwise provided herein, all SARs will automatically be
exercised on the last trading day prior to the expiration date established by
the Committee at the time of the award for the SAR, or, in the case of a Tandem
SAR, for the related Option, so long as exercise on such date will result in a
payment to the Participant.
(h) Unless otherwise provided by the Committee, no SAR will become
exercisable or will be automatically exercised for six months following the date
on which it was granted or the effective date of the Plan, whichever is later.
(i) At the time of award of an SAR, the Committee may limit the amount
of the payment that may be made to a Participant upon the exercise of the SAR.
The Committee may further determine that, if the amount to be received by a
Participant in any year is limited pursuant to this provision, payment of all or
a portion of the amount that is unpaid as a result of the limitation may be made
to the Participant at a subsequent time. No such limitation will
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require a Participant to return to the Company any amount theretofore received
by him or her upon the exercise of an SAR.
(j) Payment of the amount to which a Participant is entitled upon the
exercise of an SAR will be made in cash, Stock, or partly in cash and partly in
Stock, as the Committee may determine. To the extent that payment is made in
Stock, the shares will be valued at their Fair Market Value on the date of
exercise of the SAR. The Committee may also at any time and from time to time
provide for the deferral of delivery of any shares and/or cash for which the SAR
may be exercisable until a specified date or dates and subject to terms and
conditions determined by the Committee.
(k) Each SAR will expire on a date determined by the Committee or,
unless otherwise determined by the Committee, earlier upon the occurrence of the
first of the following: (i) in the case of a Tandem SAR, termination of the
related option; (ii) expiration of a period of six months after the Participant
ceases to be an Eligible Person as a result of termination of service to the
Company with the consent of the Committee or as a result of his or her death,
retirement or disability; or (iii) the Participant ceasing to be an Eligible
Person for any other reason.
3.2 Limited Rights
(a) The Committee may award Limited Rights pursuant to the provisions
of this Section 3.2 to the holder of an Option to purchase Common Stock granted
under the Plan (a "Related Option") with respect to all or a portion of the
shares subject to the Related Option. A Limited Right may be exercised only
during the period beginning on the first day following a Change in Control, as
defined in Article VII of the Plan, and ending on the thirtieth (30th) day
following such date. Each Limited Right will be exercisable only to the same
extent that the Related Option is exercisable, and in no event after the
termination of the Related Option. Limited Rights will be exercisable only when
the Fair Market Value (determined as of the date of exercise of the Limited
Rights) of each share of Common Stock with respect to which the Limited Rights
are to be exercised exceeds the Option Price per share of Common Stock subject
to the Related Option.
(b) Upon the exercise of Limited Rights, the Related Option will be
considered to have been exercised to the extent of the number of shares of
Common Stock with respect to which such Limited Rights are exercised. Upon the
exercise or termination of the Related Option, the Limited Rights with respect
to such Related Option will be considered to have been exercised or terminated
to the extent of the number of shares of Common Stock with respect to which the
Related Option was so exercised or terminated.
(c) The effective date of the grant of a Limited Right will be the date
on which the Committee approves the grant of such Limited Right. Each grantee of
a Limited Right will be notified promptly of the grant of the Limited Right in
such manner as the Committee prescribes.
(d) Upon the exercise of Limited Rights, the holder thereof will
receive in cash an amount equal to the product computed by multiplying (i) the
excess of (a) the higher of (x) the Minimum Price Per Share (as hereinafter
defined), or (y) the highest reported closing sales price of a share of Common
Stock on the New York Stock Exchange at any time during the period
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beginning on the sixtieth (60th) day prior to the date on which such Limited
Rights are exercised and ending on the date on which such Limited Rights are
exercised, over (b) the Option Price per share of Common Stock subject to the
Related Option, by (ii) the number of shares of Common Stock with respect to
which such Limited Rights are being exercised.
(e) For purposes of this Section 3.2, the term "Minimum Price Per
Share" will mean the highest gross price (before brokerage commissions and
soliciting dealers' fees) paid or to be paid for a share of Common Stock
(whether by way of exchange, conversion, distribution upon liquidation or
otherwise) in any Change in Control which is in effect at any time during the
period beginning on the sixtieth (60th) day prior to the date on which such
Limited Rights are exercised and ending on the date on which such Limited Rights
are exercised. For purposes of this definition, if the consideration paid or to
be paid in any such Change in Control will consist, in whole or in part, of
consideration other than cash, the Board will take such action, as in its
judgment it deems appropriate, to establish the cash value of such
consideration.
ARTICLE IV
PERFORMANCE AWARDS
4.1 Nature of Performance Awards
A Performance Award provides for the recipient to receive an amount in
cash or Stock or a combination thereof (such form to be determined by the
Committee) following the attainment of Performance Goals. Performance Goals may
be related to personal performance, corporate performance (including corporate
stock performance), departmental performance or any other category of
performance deemed by the Committee to be important to the success of the
Company or may be related to the occurrence of any triggering event or events
that the Committee may deem appropriate. The Committee will determine the
Performance Goals, the period or periods during which performance is to be
measured or otherwise determined and all other terms and conditions applicable
to the Award. Regardless of the degree to which Performance Goals are attained,
a Performance Award will be paid only when, if and to the extent that the
Committee determines to make such payment.
4.2 Other Awards Subject to Performance Condition
The Committee may, at the time any Award described in this Plan is
granted, impose the condition (in addition to any conditions specified or
authorized in the Plan) that Performance Goals be met prior to the Participant's
realization of any payment or benefit under the Award.
ARTICLE V
RESTRICTED STOCK AND RESTRICTED UNITS
5.1 Awards of Restricted Stock and Restricted Units
The Committee may award to any Participant shares of Stock subject to
this Article V and such other terms and conditions as the Committee may
prescribe, such Stock referred to herein as "Restricted Stock." Each certificate
for Restricted Stock will be registered in the name
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of the Participant and deposited by him or her, together with a stock power
endorsed in blank, with the Corporation.
The Committee may also award to any Participant Restricted Units
subject to this Article V and such other terms and conditions as the Committee
may prescribe. For purposes hereof, a "Restricted Unit" will mean any award of a
contractual right granted under this Article V to receive Stock (or, at the
discretion of the Committee, cash in an amount based on the Fair Market Value of
the Stock, or a combination of Stock and cash) which would become vested and
nonforfeitable, in whole or in part, upon the completion of such period of
service as may be determined by the Committee.
5.2 Restricted Stock/Restricted Unit Agreement
Awards of Restricted Stock and Restricted Units under the Plan will be
evidenced by a signed written agreement containing such terms and conditions as
the Committee may determine.
5.3 Restriction Period; Dividend Equivalents
At the time of award of Restricted Stock or Restricted Units, there
will be established for each Participant a "Restriction Period" of such length
as the Committee determines. The Restriction Period may be waived by the
Committee. Shares of Restricted Stock and Restricted Units may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as hereinafter
provided.
Subject to such restrictions on transfer, the Participant as owner of
such shares of Restricted Stock will have the rights of the holder of such
Restricted Stock, except that the Committee may provide at the time of the Award
that any dividends or other distributions paid with respect to such Stock during
the Restriction Period will be accumulated and held by the Company and will be
subject to the same forfeiture provisions and the same restrictions on transfer
as apply to the shares of Restricted Stock with respect to which they were paid.
Upon the expiration or waiver by the Committee of the Restriction
Period and the satisfaction (as determined by the Committee) of any other
conditions determined by the Committee, restrictions applicable to the
Restricted Stock or Restricted Units will lapse and the Corporation will, in the
case of Restricted Stock, redeliver to the Participant (or his or her legal
representative or designated beneficiary) the shares deposited pursuant to
Section 5.1 free and clear of all restrictions except as may be imposed by law
and, in the case of Restricted Units, will pay out such units as provided in the
Restricted Unit Agreement.
5.4 Termination of Eligibility
Unless otherwise determined by the Committee, in the event the
Participant is no longer an Eligible Person and ceased to be such as a result of
termination of service to the Company with the consent of the Committee, or as a
result of his or her death, retirement or disability, the restrictions imposed
under this Article V will lapse with respect to such number of shares of
Restricted Stock and with respect to such number of Restricted Units theretofore
awarded to him or her as may be determined by the Committee. All other shares of
Restricted Stock and
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Restricted Units theretofore awarded to him or her which are still subject to
restrictions, along with any dividends or other distributions thereon that have
been accumulated and held by the Company, will be forfeited, and in the case of
Restricted Stock, the Corporation will have the right to complete the blank
stock power.
Unless otherwise determined by the Committee, in the event the
Participant ceases to be an Eligible Person for any other reason, all shares of
Restricted Stock and all Restricted Units theretofore awarded to him or her
which are still subject to restrictions, along with any dividend or other
distributions on Restricted Stock that have been accumulated and held by the
Company, will be forfeited, and, in the case of Restricted Stock, the
Corporation will have the right to complete the blank stock power.
5.5 Dividend Equivalents
The Committee will determine whether and to what extent, if any, to
credit to the account of, or to pay currently to, each recipient of Restricted
Units, an amount equal to any dividends or other distributions paid during the
Restriction Period with respect to the corresponding number of shares of Stock
covered thereby ("Dividend Equivalent"). To the extent provided by the Committee
at or after the date of grant, any Dividend Equivalents with respect to cash
dividends on the Stock credited to a Participant's account will be deemed to
have been invested in shares of Stock on the record date established for the
related dividend and, accordingly, a number of additional Restricted Units shall
be credited to such Participant's account equal to the greatest whole number
which may be obtained by dividing (x) the value of such Dividend Equivalent on
the record date by (y) the Fair Market Value of a share of Stock on such date.
ARTICLE VI
DEFERRAL OF PAYMENTS
6.1 Deferral of Amounts
If the Committee makes a determination to designate Awards or, from
time to time, groups or types of Awards, eligible for deferral hereunder, a
Participant may, subject to such terms and conditions and within such limits as
the Committee may from time to time establish, elect to defer the receipt of
amounts due to him or her under the Plan. Amounts so deferred are referred to
herein as "Deferred Amounts." The Committee may also permit amounts now or
hereafter deferred or available for deferral under any present or future
incentive compensation program or deferral arrangement of the Company to be
deemed Deferred Amounts and to become subject to the provisions of this Article.
Awards which are so deferred will be deemed to have been awarded in cash and the
cash deferred as Deferred Amounts.
The period between the date on which the Participant's Deferred Amount
would have been payable absent deferral and the final payment of such Deferred
Amount will be referred to herein as the "Deferral Period."
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6.2 Participant Reports
Annually, each Participant who has a Deferred Amount will receive a
report setting forth all of his or her then Deferred Amounts and the yield
thereon to date.
6.3 Payment of Deferred Amounts
Payment of Deferred Amounts will be made on such terms and conditions
as the Committee may determine and will be made at such time or times, and may
be in cash, Stock, or partly in cash and partly in Stock, as the Committee in
its sole discretion may from time to time determine.
ARTICLE VII
CHANGES IN CONTROL
7.1 Effect of Change in Control
Upon the determination of the Committee that a change in control has
occurred for purposes of the Plan (a "Change in Control"), then, notwithstanding
any other provision of the Plan: (i) all Options and, subject to the exercise
provisions of Section 3.2(a) of the Plan, Limited Rights, but not SARS,
outstanding and unexercised on the date of the Change in Control will become
immediately exercisable; (ii) all Performance Awards will be deemed to have been
earned on such basis as the Committee may prescribe and then paid on such basis,
at such time and in such form as the Committee may prescribe, or may be deferred
in accordance with the elections of Participants; (iii) all Restricted Stock and
all Restricted Units will be deemed to be earned and the Restriction Period will
be deemed expired on such terms and conditions as the Committee may determine;
and (iv) all amounts deferred under this Plan will be paid to a trustee or
otherwise on such terms as the Committee determines.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Non-Transferability
No Option, Limited Right, SAR, Performance Award, Restricted Unit or
share of Restricted Stock or Deferred Amount under the Plan will be transferable
other than by will, by the applicable laws of descent and distribution, or by
transfer to a properly designated beneficiary in the event of death. All Awards
and Deferred Amounts will be exercisable or received during the Participant's
lifetime only by such Participant or his or her legal representative. Any
transfer contrary to this Section 8.1 will nullify the Option, Limited Right,
SAR, Performance Award, Restricted Unit or share of Restricted Stock, and any
attempted transfer of a Deferred Amount contrary to this Section 8.1 will be
void and of no effect.
8.2 Beneficiaries
The Committee may establish or authorize the establishment of
procedures not inconsistent with Section 8.1 under which a Participant may
designate a beneficiary or
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beneficiaries to hold, exercise and/or receive amounts due under an Award or
with respect to Deferred Amounts in the event of the Participant's death.
8.3 Adjustments Upon Changes in Stock
If there is any change in the Stock of the Company, through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
split up, dividend in kind or other change in the corporate structure or
distribution to the stockholders, appropriate adjustments may be made by the
Board of Directors of the Company (or if the Company is not the surviving
corporation in any such transaction, the board of directors of the surviving
corporation) in the aggregate number and kind of shares subject to the Plan, and
the number and kind of shares and the price per share subject to outstanding
Options or which may be issued under outstanding Performance Awards or Awards of
Restricted Stock. Appropriate adjustments may also be made by the Board of
Directors or the Committee in the terms of any Awards under the Plan to reflect
such changes and to modify any other terms of outstanding Awards on an equitable
basis, including modifications of performance targets and changes in the length
of Performance Periods.
8.4 Conditions of Awards
(a) Unless the Committee determines otherwise, either by waiving the
conditions(s) or by limiting or otherwise amending the condition(s) with respect
to any specified Award or group of Awards, the rights of a Participant with
respect to any Award received under this Plan will be subject to the conditions
that, until the Participant has fully received all payments, transfers and other
benefits under the Award, he or she will (i) not engage, either directly or
indirectly, in any manner or capacity as advisor, principal, agent, partner,
officer, director, employee, member of any association or otherwise, in any
business or activity which is at the time competitive with any business or
activity conducted by the Company and (ii) be available, unless he or she has
died, at reasonable times for consultations at the request of the Company's
management with respect to phases of the business with which he or she is or was
actively connected during the time he or she was an employee or independent
contractor, but such consultations will not (except in the case of a Participant
whose active service was outside the United States) be required to be performed
at any place or places outside of the United States of America or during usual
vacation periods or periods of illness or other incapacity. In the event that
either of the above conditions is applicable (or is applicable as modified by
the Committee) and is not fulfilled, the Participant will forfeit all rights to
any unexercised Option or SAR, or any Performance Award or Stock held which has
not yet been determined by the Committee to be payable or unrestricted (and any
unpaid amounts equivalent to dividends or other distributions or amounts
equivalent to interest relating thereto) as of the date of the breach of
condition. Any determination by the Board of Directors of the Corporation, which
will act upon the recommendation of the Chief Executive Officer, that the
Participant is, or has, engaged in a competitive business or activity as
aforesaid or has not been available for consultations as aforesaid or, if the
Committee has modified such condition(s) with respect to the Participant's
Award, that the Participant has not complied with such condition(s) as modified
by the Committee will be conclusive.
(b) This Section 8.4 will not apply to Limited Rights.
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8.5 Use of Proceeds
All cash proceeds from the exercise of Options will constitute general
funds of the Company.
8.6 Tax Withholding
The Company will collect, through withholding or otherwise, an amount
sufficient to satisfy any applicable statutory federal, state and local
withholding tax requirements (the "withholding requirements") with respect to
payments made pursuant to the Plan.
In the case of an Award pursuant to which Stock may be delivered, the
Committee will have the right to require that the Participant or other
appropriate person remit to the Company an amount sufficient to satisfy any
applicable statutory withholding requirements, or make other arrangements
satisfactory to the Committee with regard to such requirements, prior to the
delivery of any Stock.
If and to the extent that such withholding is required, the Committee
may permit the Participant or such other person to elect at such time and in
such manner as the Committee provides to have the Company hold back from the
shares to be delivered, or to deliver to the Company, Stock having a value
calculated to satisfy the statutory withholding requirement. In the alternative,
the Committee may, at the time of grant of any such Award, require that the
Company withhold from any shares to be delivered Stock with a value calculated
to satisfy any applicable statutory tax withholding requirements.
8.7 Non-Uniform Determinations
The Committee's determinations under the Plan, including without
limitation (i) the determination of the Participants to receive Awards, (ii) the
form, amount, timing and payment of such Awards, (iii) the terms and provisions
of such Awards, and (iv) the agreements evidencing the same, need not be uniform
and may be made by it selectively among Participants who receive, or who are
eligible to receive, Awards under the Plan, whether or not such Participants are
similarly situated.
8.8 Leaves of Absence; Transfers
The Committee will be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan in respect to any leave of
absence from the Company granted to a Participant. Without limiting the
generality of the foregoing, the Committee will be entitled to determine: (i)
whether or not any such leave of absence will be treated as if the Participant
ceased to be an Eligible Person; and (ii) the impact, if any, of any such leave
of absence on Awards under the Plan. In the event a Participant transfers within
the Company, such Participant will not be deemed to have ceased to be an
Eligible Person for purposes of the Plan.
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8.9 General Restriction
(a) Each Award under the Plan will be subject to the condition that, if
at any time the Committee determines that (i) the listing, registration or
qualification of shares of Stock upon any securities exchange or under any state
or federal law, (ii) the consent or approval of any government or regulatory
body, or (iii) an agreement by the Participant with respect thereto, is
necessary or desirable, then such Award will not be consummated in whole or in
part unless such listing, registration, qualification, consent, approval or
agreement has been effected or obtained free from any conditions not acceptable
to the Committee.
(b) Shares of Common Stock for use under the provisions of this Plan
will not be issued until they have been duly listed, upon official notice of
issuance, upon the New York Stock Exchange and such other exchanges, if any, as
the Board of Directors of the Corporation determines, and a registration
statement under the Securities Act of 1933 with respect to such shares has
become, and is, effective.
8.10 Effective Date
The Plan will be effective on April 1, 1999.
No Award may be granted under the Plan after the Plan is terminated
pursuant to Section 8.11, but Awards previously made may extend beyond that date
and Reload Options and additional Reload Options provided for with respect to
original options outstanding prior to that date may continue unless the
Committee otherwise provides and subject to such additional terms and conditions
as the Committee may provide, and the provisions of Article VI of the Plan will
survive and remain effective as to all present and future Deferred Amounts until
such later date as the Committee or the Board of Directors may determine.
The adoption of the Plan will not preclude the adoption by appropriate
means of any other stock option or other incentive plan for employees and/or
independent contractors.
8.11 Amendment, Suspension and Termination of Plan
The Board of Directors may at any time or times amend the Plan for any
purpose which may at the time be permitted by law, or may at any time suspend or
terminate the Plan as to any further grants of Awards.
8.12 Certain Definitions
(a) The terms "retirement" and "disability" as used under the Plan will
have the meanings determined from time to time by the Committee.
(b) The term "Fair Market Value" as it relates to Common Stock means
the mean of the high and low prices of the Common Stock as reported by the
Composite Tape of the New York Stock Exchange (or such successor reporting
system as the Committee may select) on the relevant date or, if no sale of the
Common Stock has been reported for that day, the average of such prices on the
next preceding day and the next following day for which there were reported
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sales. The term "Fair Market Value" as it relates to Formula Value Stock will
mean the value determined by the Committee.
(c) The term "Subsidiary" will mean, unless the context otherwise
requires, any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the corporation if each of the corporations other
than the last corporation in such chain owns stock possessing at least 50% of
the voting power in one of the other corporations in such chain.
(d) "Formula Value Stock" means shares of a class or classes of stock
the value of which is derived from a formula established by the Committee which
reflects such financial measures as the Committee may determine. Such shares
will have such other characteristics as may be determined at time of their
authorization.
8.13 Governing Law
The Plan and all agreements or other documents relating to the Plan
will be construed in accordance with and governed by the laws of the State of
Delaware, without regard to the principles of conflict of laws.
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Exhibit 5
April 7, 1999
Class A Common Stock, $.01 par value
2,500,000 shares
Infinity Broadcasting Corporation
1999 Long-Term Incentive Plan (the "Plan")
Ladies and Gentlemen:
This opinion is being submitted in connection with a Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission, under the Securities Act of 1933, as
amended, in respect of 2,500,000 shares of the Class A Common Stock, par value
$.01 per share (the "Common Stock"), of Infinity Broadcasting Corporation (the
"Company").
I have examined and am familiar with the Restated Certificate of
Incorporation and the By-laws, both as amended, of the Company, a Delaware
corporation. I am of the opinion that the Company is a duly organized and
validly existing corporation under the laws of the State of Delaware.
I am further of the opinion that the corporate proceedings to authorize
the issuance of 2,500,000 shares of Common Stock for use under the Plan have
been duly taken in accordance with the applicable law, and that said 2,500,000
shares of Common Stock have been duly authorized for issuance.
In addition, I am of the opinion that the 2,500,000 shares reserved,
when issued as provided in the Plan and the corporate proceedings related
thereto, will be legally issued, fully paid and nonassessable.
I know that I am referred to in the Registration Statement relating to
the Common Stock and I hereby consent to such use of my name in such
Registration Statement and to the use of this opinion for filing as an exhibit
to such Registration Statement as Exhibit 5 thereto.
Very truly yours,
/s/ ANGELINE C. STRAKA
Angeline C. Straka, Esquire
Secretary
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our reports dated January 27, 1999 appearing
on pages 21 and 40 of Infinity Broadcasting Corporation's Form 10-K for the year
ended December 31, 1998, incorporated by reference in this Registration
Statement on Form S-8 of the Company.
/s/ KPMG LLP
- ------------------------------
New York, New York
April 6, 1999
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<PAGE> 1
Exhibit 24
1999 Long-Term Incentive Plan
POWER OF ATTORNEY
The undersigned director and/or officer of INFINITY BROADCASTING
CORPORATION, a Delaware corporation ("Infinity"), 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-8
in respect of the offering of shares of Class A Common Stock of Infinity
pursuant to the above-referenced plans, hereby constitutes and appoints Mel
Karmazin, Farid Suleman, and Angeline C. Straka, and each of them individually
with full power to act without the others, 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, with power where appropriate to affix the corporate seal of
Infinity thereto and to attest said seal, 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 7th day of April, 1999.
/s/ Mel Karmazin
------------------------------------
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<PAGE> 2
1999 Long-Term Incentive Plan
POWER OF ATTORNEY
The undersigned director and/or officer of INFINITY BROADCASTING
CORPORATION, a Delaware corporation ("Infinity"), 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-8
in respect of the offering of shares of Class A Common Stock of Infinity
pursuant to the above-referenced plans, hereby constitutes and appoints Mel
Karmazin, Farid Suleman, and Angeline C. Straka, and each of them individually
with full power to act without the others, 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, with power where appropriate to affix the corporate seal of
Infinity thereto and to attest said seal, 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 7th day of April, 1999.
/s/ George H. Conrades
--------------------------------
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<PAGE> 3
1999 Long-Term Incentive Plan
POWER OF ATTORNEY
The undersigned director and/or officer of INFINITY BROADCASTING
CORPORATION, a Delaware corporation ("Infinity"), 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-8
in respect of the offering of shares of Class A Common Stock of Infinity
pursuant to the above-referenced plans, hereby constitutes and appoints Mel
Karmazin, Farid Suleman, and Angeline C. Straka, and each of them individually
with full power to act without the others, 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, with power where appropriate to affix the corporate seal of
Infinity thereto and to attest said seal, 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 7th day of April, 1999.
/s/ Richard R. Pivirotto
---------------------------------
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<PAGE> 4
1999 Long-Term Incentive Plan
POWER OF ATTORNEY
The undersigned director and/or officer of INFINITY BROADCASTING
CORPORATION, a Delaware corporation ("Infinity"), 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-8
in respect of the offering of shares of Class A Common Stock of Infinity
pursuant to the above-referenced plans, hereby constitutes and appoints Mel
Karmazin, Farid Suleman, and Angeline C. Straka, and each of them individually
with full power to act without the others, 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, with power where appropriate to affix the corporate seal of
Infinity thereto and to attest said seal, 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 7th day of April, 1999.
/s/ Jeffrey Sherman
-----------------------------
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<PAGE> 5
1999 Long-Term Incentive Plan
POWER OF ATTORNEY
The undersigned director and/or officer of INFINITY BROADCASTING
CORPORATION, a Delaware corporation ("Infinity"), 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-8
in respect of the offering of shares of Class A Common Stock of Infinity
pursuant to the above-referenced plans, hereby constitutes and appoints Mel
Karmazin, Farid Suleman, and Angeline C. Straka, and each of them individually
with full power to act without the others, 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, with power where appropriate to affix the corporate seal of
Infinity thereto and to attest said seal, 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 7th day of April, 1999.
/s/ Paula Stern
-----------------------------
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<PAGE> 6
1999 Long-Term Incentive Plan
POWER OF ATTORNEY
The undersigned director and/or officer of INFINITY BROADCASTING
CORPORATION, a Delaware corporation ("Infinity"), 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-8
in respect of the offering of shares of Class A Common Stock of Infinity
pursuant to the above-referenced plans, hereby constitutes and appoints Mel
Karmazin, Farid Suleman, and Angeline C. Straka, and each of them individually
with full power to act without the others, 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, with power where appropriate to affix the corporate seal of
Infinity thereto and to attest said seal, 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 7th day of April, 1999.
/s/ Farid Suleman
-----------------------------
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<PAGE> 7
1999 Long-Term Incentive Plan
POWER OF ATTORNEY
The undersigned director and/or officer of INFINITY BROADCASTING
CORPORATION, a Delaware corporation ("Infinity"), 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-8
in respect of the offering of shares of Class A Common Stock of Infinity
pursuant to the above-referenced plans, hereby constitutes and appoints Mel
Karmazin, Farid Suleman, and Angeline C. Straka, and each of them individually
with full power to act without the others, 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, with power where appropriate to affix the corporate seal of
Infinity thereto and to attest said seal, 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 7th day of April, 1999.
/s/ Robert D. Walter
-----------------------------
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