INFINITY BROADCASTING CORP /DE/
8-K, 1999-10-29
RADIO BROADCASTING STATIONS
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                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549-1004

         ------------------------------------------

                          FORM 8-K

                       CURRENT REPORT
               Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported):
                      OCTOBER 28, 1999

              INFINITY BROADCASTING CORPORATION
         ------------------------------------------
                (Exact name of registrant as
                  specified in its charter)


      Delaware                            13-4030071
- -------------------------               ---------------
(State or other jurisdiction-           (IRS Employer
   of incorporation)                    Identification
Number)



   40 West 57th Street, New York, NY                 10019
  --------------------------------------------------------
  (Address of principal executive offices)      (Zip Code)


                       (212) 314-9200
                      ----------------
    (Registrant's telephone number, including area code)




Item 5. Other Events
        ------------

     On October 28, 1999, the Registrant issued a press
release concerning earnings for the quarter and year-to-date
ended September 30, 1999. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein. A
copy of the Condensed Consolidated Statement of Earnings for
the quarter and year-to-date ended September 30, 1999 and
1998 is attached hereto as Exhibit 99.2 and is incorporated
herein in its entirety.

Item 7. Financial Statements, Pro Forma Financial
        Information and Exhibits
       ------------------------------------------
     (c) Exhibits

          Exhibit No.

          99.1      Press release concerning earnings of the
                    Registrant for the quarter and year-to-
                    date ended September 30, 1999 is filed as
                    Exhibit 99.1 to this Report.

          99.2      Condensed Consolidated Statement of Earnings for
                    the quarter and year-to-date ended September
                    30, 1999, is filed as Exhibit 99.2 to
                    this Report.


<PAGE>

                                SIGNATURE



     Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.


                              INFINITY BROADCASTING CORPORATION
                              (Registrant)



                              By:  /s/ Angeline C. Straka
                                   --------------------------
                                   Angeline C. Straka
                                   Vice President and Secretary



Date:  October 29, 1999



<PAGE>

EXHIBIT INDEX


	Exhibit No.

          99.1      Press release concerning earnings of the
                    Registrant for the quarter and year-to-
                    date ended September 30, 1999 is filed as
                    Exhibit 99.1 to this Report.

          99.2      Condensed Consolidated Statement of Earnings for
                    the quarter and year-to-date ended September
                    30, 1999, is filed as Exhibit 99.2 to
                    this Report.




                                              EXHIBIT 99.1

     [INFINITY LOGO]

           INFINITY
       BROADCASTING
        CORPORATION

40 WEST 57TH STREET
 NEW YORK, NY 10019
       212-314-9200



                INFINITY BROADCASTING CORPORATION
            REPORTS RECORD 1999 THIRD QUARTER RESULTS

                       NET REVENUES UP 16%
                   OPERATING CASH FLOW UP 23%
                    NET FREE CASH FLOW UP 35%
                        NET INCOME UP 66%


     NEW YORK, October 28, 1999 - Infinity Broadcasting
Corporation (NYSE:INF) today announced record operating results
for the third quarter of 1999.

RESULTS FOR THE THIRD QUARTER OF 1999

     Net revenues for the third quarter of 1999 were $619
million, as compared to $534 million for the third quarter of
1998, an increase of approximately 16%. The increase was due to
strong advertising revenues at the Company's radio stations and
TDI, the Company's outdoor advertising business. The Radio
segment's net revenues for the third quarter of 1999 were $477
million, as compared to $419 million for the third quarter of
1998, an increase of approximately 14%.  The Outdoor segment's
net revenues for the third quarter of 1999 were $142 million, as
compared to $115 million for the third quarter of 1998, an
increase of approximately 23%.  On a pro forma basis, assuming
the acquisition of American Radio Systems and related
divestitures and station exchanges, as well as TDI's acquisition
of Alrecon, the outdoor subsidiary of the Dutch national rail
company, had occurred on January 1, 1998, consolidated net
revenues for the third quarter of 1999 increased by approximately
16%. On a pro forma basis, the Radio segment's net revenues for
the third quarter of 1999 increased by approximately 16% and the
Outdoor segment's net revenues increased by approximately 17%.

     Operating cash flow (defined as operating income excluding
depreciation and amortization) for the third quarter of 1999 was
a record $282 million, as compared to $230 million for the third
quarter of 1998, an increase of approximately 23%. The increase
in operating cash flow was due to record revenue increases at the
Company's operating segments.  The Radio segment's operating cash
flow for the third quarter of 1999 was $245 million, as compared
to $201 million for the third quarter of 1998, an increase of
approximately 22%.  The Outdoor segment's operating cash flow for
the third quarter of 1999 was $37 million, as compared to $29
million for the third quarter of 1998, an increase of
approximately 26%. On a pro forma basis, consolidated operating
cash flow for the third quarter of 1999 increased by
approximately 23%, with the pro forma operating cash flow of the
Radio and Outdoor segments increasing by approximately 23% and
approximately 22%, respectively.

                              (More)

<PAGE>


     Operating income for the third quarter of 1999 was $209
million, as compared to $156 million for the third quarter of
1998, an increase of approximately 33%.

     "Infinity continues to benefit from the franchised positions
of its radio and outdoor properties in major markets," said Mel
Karmazin, Chairman and Chief Executive Officer, Infinity
Broadcasting Corporation.  "The Company's achievement of record
third quarter revenues and operating cash flow was realized from
strong organic growth at the Company's existing properties."  Mr.
Karmazin added that the Company continues to experience strong
growth into the fourth quarter.

     Income taxes for the third quarter of 1999 were $98 million,
as compared to $74 million for the third quarter of 1998, an
increase of $24 million, or approximately 33%.  The increase is
principally due to higher operating results.

     Net income for the third quarter of 1999 was $111 million,
as compared to $67 million for the third quarter of 1998, an
increase of $44 million, or approximately 66%.

     Net free cash flow (defined as net income plus depreciation
and amortization less all capital expenditures) for the third
quarter of 1999 was $175 million, as compared to $130 million for
the third quarter of 1998, an increase of $45 million, or
approximately 35%. The Company believes that net free cash flow
is a more relevant measure of the Company's performance as it
reflects all of the Company's costs of operations, including all
taxes and capital expenditures.

     During 1999 to date, the Company, pursuant to a $500 million
stock buyback authorization, has acquired 17.5 million shares of
its common stock at a cost of $479 million or an average market
price of $27.39 per share.  The entire buyback was funded from
the Company's internal cash resources.

RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999

     Net revenues for the nine months ended September 30, 1999
were $1,690 million, as compared to $1,320 million for the nine
months ended September 30, 1998, an increase of approximately
28%. The increase was due to strong advertising revenues at the
Company's radio stations and TDI, the Company's outdoor
advertising business, as well as the inclusion of the results of
operations of American Radio Systems stations, which were
acquired in June 1998. The Radio segment's net revenues for the
nine months ended September 30, 1999 were $1,304 million, as
compared to $1,006 million for the nine months ended September
30, 1998, an increase of approximately 30%. The Outdoor segment's
net revenues for the nine months ended September 30, 1999 were
$386 million, as compared to $314 million for the nine months
ended September 30, 1998, an increase of approximately 23%. On a
pro forma basis, assuming the acquisition of American Radio
Systems and related divestitures and station exchanges, as well
as TDI's acquisition of Alrecon, the outdoor subsidiary of the
Dutch national rail company, had occurred on January 1, 1998,
consolidated net revenues for the nine months ended September 30,

                             (More)

<PAGE>

1999 would have increased by approximately 16%. On a pro forma
basis, the Radio segment's net revenues for the nine months ended
September 30, 1999 would have increased by approximately 14% and
the Outdoor segment's net revenues would have increased by
approximately 20%.

     Operating cash flow for the nine months ended September 30,
1999 was $717 million, as compared to $541 million for the nine
months ended September 30, 1998, an increase of approximately
32%. The increase in operating cash flow was due to record
revenue increases at the Company's operating segments.  The Radio
segment's operating cash flow for the nine months ended September
30, 1999 was $631 million, as compared to $471 million for the
nine months ended September 30, 1998, an increase of
approximately 34%.  The Outdoor segment's operating cash flow was
$86 million for the nine months ended September 30, 1999, as
compared to $70 million for the nine months ended September 30,
1998, an increase of approximately 24%. On a pro forma basis,
consolidated operating cash flow for the nine months ended
September 30, 1999 increased by approximately 23%, with the pro
forma operating cash flow of the Radio and Outdoor segments
increasing by approximately 23% and approximately 20%,
respectively.

     Operating income for the nine months ended September 30,
1999 was $498 million, as compared to $362 million for the nine
months ended September 30, 1998, an increase of approximately
37%.

     Income taxes for the nine months ended September 30, 1999
were $237 million, as compared to $176 million for the nine
months ended September 30, 1998, an increase of $61 million, or
35%.  The increase is principally due to higher operating
results.

     Net income for the nine months ended September 30, 1999 was
$259 million, as compared to $166 million for the nine months
ended September 30, 1998, an improvement of $93 million, or
approximately 56%.

     Net free cash flow for the nine months ended September 30,
1999 was $449 million, as compared to $323 million for the nine
months ended September 30, 1998, an increase of $126 million, or
approximately 39%. The Company believes that net free cash flow
is a more relevant measure of the Company's performance as it
reflects all of the Company's costs of operations, including
capital expenditures and interest costs associated with
acquisitions.

     Mr. Karmazin added: "In addition to being the most
profitable out-of-home media company, Infinity is positioned to
be a growing player in the new media revolution. In that regard,
Infinity continues to benefit from new Internet-related
advertising on its radio stations and outdoor advertising
venues."


                             (More)

<PAGE>


     Infinity Broadcasting Corporation operates 163 radio
stations, as well as TDI, the Company's outdoor advertising
business. Most recently, Infinity announced its intention to
acquire Outdoor Systems, Inc., a leading outdoor advertising
company in North America. Infinity also manages and holds an
equity position in Westwood One, Inc. (NYSE:WON).

     During the second and third quarter of 1999, CBS Corporation
closed on a number of strategic investments focused on growing
its Internet-based operations.  CBS received an equity interest
in these Internet companies, in exchange for future advertising
and promotional time on CBS's and Infinity's properties.  During
the fourth quarter of 1999, Infinity expects to enter into a
definitive agreement with CBS regarding Infinity's ownership
interest in certain CBS Internet investments.

NOTE:  CERTAIN STATEMENTS IN THIS PRESS RELEASE CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.  SUCH FORWARD-LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY
FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED
BY SUCH FORWARD-LOOKING STATEMENTS.  REFERENCE IS MADE TO THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, AS AMENDED BY FORM 10-K/A,
FOR THE 1998 YEAR AND SUBSEQUENT REPORTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR ADDITIONAL INFORMATION
CONCERNING SUCH RISKS AND UNCERTAINTIES.

                        *       *       *

Contact:  Gil Schwartz   CBS Corporation 		212/975-2121
          Farid Suleman  Infinity Broadcasting
				 Corporation		212/314-9215







                                                           EXHIBIT 99.2


                 INFINITY BROADCASTING CORPORATION

                        EARNINGS INFORMATION

         (unaudited, in millions except per share amounts)

                            THREE MONTHS ENDED  	NINE MONTHS ENDED
	                       SEPTEMBER 30,              SEPTEMBER 30,
                              1999        1998        1999       1998
                            -------------------    ----------------------

Revenues                     $   619   $  534     $   1,690 $  1,320

Operating expenses               337      306           973      781

Depreciation & amortization       73       72           219      177
                             -------  -------     ---------  -------

Operating costs & expenses       410      378         1,192      958
                              -------  -------     ---------  -------
Operating income                 209      156           498      362

Other income & expenses, net       -        2             -        2

Interest expense, net              -       17             2       22
                              -------  -------     ---------  -------

Income before income taxes       209      141           496      342

Income tax expense              (98)     (74)         (237)    (176)
                             -------  -------     ---------  -------
Net income                   $   111    $  67      $   259    $  166
                             =======  =======     =========  =======
Average shares outstanding -
basic & diluted                   846      700           852      700
                              =======  =======    ========== ========
Earnings per common
share - basic & diluted      $  0.13   $ 0.10      $   0.30     $0.24
                            =========  =======    ========== ========



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