<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission File Number 1-14599
Infinity Broadcasting Corporation
Employees' 401 (k) Plan
(Full title of the Plan)
Infinity Broadcasting Corporation
40 West 57th Street
New York, New York 10019
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
<PAGE> 2
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Financial Statements and Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE> 3
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
TABLE OF CONTENTS
PAGE
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
SCHEDULES
1 - Line 27(a) - Schedule of Assets Held for Investment Purposes 16
2 - Line 27(d) - Schedule of Reportable Transactions 17
All other schedules required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 (ERISA), have been omitted because there is no information to report.
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
The Trustees
Infinity Broadcasting Corporation
Employees' 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of the Infinity Broadcasting Corporation Employees' 401(k) Plan (the "Plan") as
of December 31, 1998 and 1997, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1998. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit of
the 1998 basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
The supplemental schedules that accompany the Plan's financial statements do not
disclose a historical cost of certain plan assets held by the former Plan
Trustee in accordance with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
/S/ KPMG LLP
June 18, 1999
<PAGE> 5
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C>
Assets:
Investment at fair value (note 3):
Cash and cash equivalents $ 6,900 --
Short term fund:
Fidelity Cash Reserves Fund -- 1,560,021
Bond funds:
Massachusetts Financial Services Bond Fund 1,233,331 --
Fidelity Intermediate Bond Fund -- 828,425
Fidelity Global Bond Fund -- 204,216
Balanced funds:
George Putnam Fund of Boston 368,101 --
Oppenheimer Main Street Income & Growth Fund 642,901 --
Equity funds:
Massachusetts Financial Services Massachusetts
Investors Trust Fund 6,842,409 --
Fidelity Advisor Growth Opportunities Fund 13,547,494 --
Fidelity Advisor Equity Growth Fund 4,888,272 --
Putnam Voyager Fund 763,871 --
Massachusetts Financial Services Emerging Growth Fund 1,884,909 --
Massachusetts Financial Services World Equity Fund 552,457 --
Fidelity Equity Income Fund -- 5,116,451
Fidelity Magellan Fund -- 10,630,293
Fidelity Contrafund -- 2,957,353
Fidelity Emerging Markets Fund -- 579,668
Company Stock Fund (note 1(a)) 5,846,466 4,471,627
Fixed Income fund:
Fidelity Managed Income Portfolio -- 375,335
Loans to participants 1,128,318 620,696
----------- ----------
37,705,429 27,344,085
----------- ----------
Investments at contract value:
Metropolitan Life Guaranteed Investment Contract,
6% in 1998 and 1997 -- 193,360
Federated Capital Preservation Fund, 6% in 1998 2,832,169 --
----------- ----------
2,832,169 193,360
----------- ----------
Total investments 40,537,598 27,537,445
----------- ----------
Receivables:
Contributions receivable - participants 297,815 602,252
Contributions receivable - employer 435,072 --
----------- ----------
Total receivables 732,887 602,252
----------- ----------
Net assets available for benefits $41,270,485 28,139,697
=========== ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 6
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Statement of Changes in Net Assets
Available for Benefits
Year ended December 31, 1998
<TABLE>
<S> <C>
Additions to net assets attributed to (note 3):
Investment income:
Net appreciation in fair value of investments $ 5,275,532
Interest and dividends 1,185,158
Interest on loans 39,637
-----------
6,500,327
-----------
Contributions:
Participants' 5,625,315
Employer's (note 1(c)) 1,421,577
-----------
Total contributions 7,046,892
-----------
Plan merger (note 1(a)) 1,754,191
-----------
Total additions 15,301,410
-----------
Deductions from net assets attributed to (note 3):
Benefits paid to participants 2,170,622
-----------
Total deductions 2,170,622
-----------
Net increase 13,130,788
Net assets available for benefits:
Beginning of year 28,139,697
-----------
End of year $41,270,485
===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 7
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(1) DESCRIPTION OF PLAN
The following brief description of the Infinity Broadcasting Corporation
Employees' 401(k) Plan (the "Plan") is provided for general informational
purposes only. Participants should refer to the plan agreement for more
complete information.
(a) GENERAL
The Plan, which became effective on January 1, 1988, is a
defined-contribution plan available to all eligible employees of
Infinity Media Corporation (formerly known as Infinity
Broadcasting Corporation) ("Old Infinity" or the "Company") and is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). On December 31, 1996, the
acquisition of Old Infinity by Westinghouse Electric Corporation
("Westinghouse") was consummated. Each issued and outstanding
share of Old Infinity common stock was converted into 1.71 shares
of Westinghouse common stock. In December 1997, Westinghouse
changed its name to CBS Corporation ("CBS"). The underlying
security in the company stock fund is CBS Common Stock.
Effective April 1, 1998 (the "Merger Date"), the Granum
Communications, Inc. 401(k) Plan (the "Granum Plan") was merged
into the Plan. The net assets of the Granum Plan, amounting to
$1,754,191, and participants' investment accounts, were
transferred to funds of the Plan considered to be of similar
quality and nature of the Granum Plan. In addition, the Bank of
Boston was named the trustee of the combined Plan.
Effective the Merger Date, the Company and the Plan trustee
changed the Plan's investment elections, as detailed in note 1(i).
The new investment elections expanded the participant's choice of
funds in which to direct participant contributions. The
participants' account balances were transferred into funds of
similar quality and nature, as determined by the trustee and the
Company, unless otherwise directed by the participant.
(b) ELIGIBILITY
All full-time employees of the Company, except members of
collective bargaining units, become eligible to participate in the
Plan on the entry date coinciding with or following the date of
attaining age 21. All part-time employees of the Company, except
members of collective bargaining units, become eligible to
participate in the Plan on the entry date coinciding with or
following the date of attaining age 21 and completion of one year
of service, as defined. Entry dates are January 1, April 1, July 1
and October 1.
4 (Continued)
<PAGE> 8
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(c) CONTRIBUTIONS
PARTICIPANTS
Participants may elect to defer, in multiples of 1%, up to 15% of
their compensation per pay period through payroll deductions. A
participant's maximum annual tax-deferred contribution was limited
to $10,000 and $9,500 for 1998 and 1997, respectively. This
limitation is adjusted annually as provided by Section 402(g)(5)
of the Internal Revenue Code (the "Code"). Participants may also
elect to contribute after-tax compensation up to 10%. Participants
may elect to allocate their contributions among a number of
specified options within the guidelines defined in the plan
agreement (see note 1(i)).
All eligible employees may make rollover contributions to the
Plan, subject to approval by the Plan's Administrative Committee.
EMPLOYER
The Company may make discretionary contributions to the Plan. Such
amounts may be allocated to the specified funds as determined by
its Board of Directors for each plan year. Effective April 1, 1998
and for the remainder of the year, the Company made matching
contributions on a quarterly basis in CBS common stock. The
matching contribution during the period was $.50 on each $1 of the
participant's tax deferred contribution up to 5% of participant
earnings. The matching contribution made by the Company for the
plan year 1998 amounted to $1,421,577. The Company did not make a
contribution to the Plan during 1997.
Subject to the limitations of Section 415(c) of the Code, the
maximum aggregate employee and employer contributions for each
participant shall be the lesser of $30,000 or 25% of the
participant's annual compensation.
(d) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution and an allocation of (a) the Company's contribution,
if any, and (b) the participant's share of the Plan's earnings or
losses. Allocations are based on participant account balances, as
defined.
5 (Continued)
<PAGE> 9
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
e) VESTING
A participant's interest in all voluntary and rollover
contributions is fully vested and nonforfeitable at all times. All
contributions by the Company that are allocated to a participant's
account and earnings thereon will become fully vested and
nonforfeitable according to the following schedule, based on years
of continuous service (including service prior to the inception of
the Plan):
<TABLE>
<CAPTION>
YEARS OF SERVICE VESTED PERCENTAGE
---------------- -----------------
<S> <C>
Less than 1 year 0%
1 year but less than 2 years 33%
2 years but less than 3 years 66%
3 years or more 100%
</TABLE>
In accordance with the provisions of the Plan, the aforementioned
method and timing of vesting shall be revised if the Plan has been
determined to be "top-heavy," as defined by the Code.
In addition, the participant will become fully vested in all
contributions upon death or disability, as defined in the plan
document, upon normal or early retirement (ages 65 or 55 and ten
years of service, respectively), or in the event the Plan is
terminated or the Company suspends contributions thereunder.
(f) DISTRIBUTIONS
Withdrawals from a participant's after-tax contribution account
are permitted at any time, but are limited to one such withdrawal
per calendar quarter.
Withdrawals from a participant's tax-deferred contribution account
are permitted after the participant has reached age 59-1/2. In
addition, a participant or designated beneficiary may make
withdrawals upon termination of employment, disability or
demonstration of financial hardship, as defined; however, any such
withdrawal made as a result of financial hardship will be limited
to the participant's contributions without regard to earnings
thereon.
Upon a participant's retirement, disability or termination of
employment, distribution of the participant's vested account will
be made in a lump-sum distribution or in substantially equal
annual installments over a specified period, as elected by the
participant.
Upon the death of a participant, distribution of the participant's
vested account will be made to a designated beneficiary in a lump
sum no later than one year after the participant's death.
6 (Continued)
<PAGE> 10
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(g) PARTICIPANT LOANS
Participants may obtain loans against their respective participant
accounts. Each participant who has less than two loans outstanding
from the Plan may request a loan. Upon approval by the
Administrative Committee, the terms of the loan shall be agreed to
by the participant and such committee. In no event shall a loan be
outstanding for a period that exceeds five years, unless the loan
is used to acquire a dwelling unit, in which case the loan may not
exceed ten years. Each loan shall bear interest at a rate equal to
the prime rate set by Chase Manhattan Bank as of the first day of
the plan year in which the loan is made; repayments of interest
are credited to the participant's account. Each loan is limited to
the lesser of (a) $50,000 or (b) 50% of the participant's interest
in the tax-deferred contribution account and the employer
contribution account. Loans are subject to a minimum of $1,000.
Principal and interest are paid semi-monthly and are included in
interfund transfers, net.
(h) FORFEITURES
Nonvested amounts, which are forfeited as a result of participants
terminating their employment, shall be used to reduce future
employer contributions.
(i) INVESTMENT OPTIONS
Effective April 1, 1998, except for the Company Stock Fund which
became available effective July 1, 1998, a participant may direct
participant contributions in any of the following investments:
Massachusetts Financial Services Bond Fund - Funds are invested
primarily in debt securities issued by the U.S. Government
(Treasury Bonds) and corporate bonds.
George Putnam Fund of Boston - Funds are invested in both stocks
and bonds to produce capital growth and current income.
Oppenheimer Main Street Income & Growth Fund - Funds are invested
in growth oriented stocks and income producing stocks and bonds.
Massachusetts Financial Service Massachusetts Investors Trust Fund
- Funds are invested in stocks of strong, well-established
companies that pay dividends.
Fidelity Advisor Growth Opportunities Fund - Funds are invested in
a broad range of companies, industries and securities. The fund
seeks growth opportunities in small, medium and large companies.
Fidelity Advisor Equity Growth Fund - Funds are invested in common
stocks of companies with above average growth characteristics.
7 (Continued)
<PAGE> 11
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
Putnam Voyager Fund - Funds are invested in common stock of both
large and small companies.
Massachusetts Financial Services Emerging Growth Fund - Funds are
invested in common stock of small and medium companies expected to
show earnings growth over time at a rate faster than the economy
and rate of inflation.
Massachusetts Financial Services World Equity Fund - Funds are
invested in equities issued by mid-cap, large and growth-oriented
foreign and domestic companies.
Company Stock Fund - Funds are invested in the common stock of CBS
Corporation (see note 2(c)).
Federal Capital Preservation Fund - Funds are invested in various
registered investment contracts issued and guaranteed by major
U.S. and Canadian life insurance companies, and other stable value
products.
Also effective April 1, 1998, the following plan investment
elections were discontinued.
Fidelity Cash Reserves Fund - Funds are invested in a mutual fund
which is invested in short-term, money market instruments believed
to be of high quality by the fund's manager.
Fidelity Intermediate Bond Fund - Funds are invested primarily in
fixed income obligations of all types.
Fidelity Global Bond Fund - Funds are invested principally in debt
securities issued anywhere in the world.
Fidelity Equity Income Fund - Funds are invested primarily in
income-producing equity securities. These securities may include
common stocks, preferred stocks, convertible securities and
warrants.
Fidelity Magellan Fund - Funds are invested primarily in common
stock and securities convertible into common stock of domestic,
foreign and multinational issuers that, in the opinion of the
fund's manager, offer potential for growth.
Fidelity Contrafund - Funds are invested in securities of those
companies believed by the fund's manager to be undervalued. The
fund will usually invest primarily in common stock and securities
convertible into common stock.
Fidelity Emerging Markets Fund - The fund aggressively seeks
capital appreciation by investing in emerging markets in pursuance
of its goal. The fund focuses on countries with relatively low
gross national product per capita compared with the world's major
economies, and with the potential for rapid growth.
8 (Continued)
<PAGE> 12
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
Fidelity Managed Income Portfolio - Funds are invested in an
open-ended commingled pool which invests in a portfolio of short-
and long-term conventional and synthetic guaranteed investment
contracts issued by insurance companies and other institutions.
The fund's portfolio is not guaranteed.
Metropolitan Life Guaranteed Investment Contract - Funds are
invested in registered investment contracts guaranteed by the
insurance company.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS
(a) BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the
accrual basis of accounting and present the net assets available
for benefits and changes in those net assets.
(b) ADMINISTRATION AND MANAGEMENT OF THE PLAN
The general administration of the Plan and the responsibility for
carrying out the provisions of the Plan have been placed with an
Administrative Committee, which consists of at least one person
appointed by the Board of Directors of the Company.
Effective April 1, 1998, BankBoston was appointed trustee of the
plan. As trustee, BankBoston receives all plan contributions and
sends contributions to the investment funds. The Federated Capital
Preservation Fund is invested in a collective trust, the trustee
of which is Federated Bank and Trust.
During 1997 and the first quarter of 1998, certain members of the
management group of the Company acted as trustees for the Plan.
All investments were held by Fidelity Institutional Retirement
Services Company ("Fidelity"), Metropolitan Life Insurance Company
("Metropolitan") and Merrill Lynch.
(c) INVESTMENTS
The funds are stated at fair value and are based on the values of
the underlying securities at quoted market prices. Changes in the
valuation of the funds during the year are reflected as net
appreciation (depreciation) in fair value of investments in the
accompanying statement of changes in net assets available for
benefits.
During 1995, the investment options available under the Plan were
broadened to include the option to invest in the Infinity
Broadcasting Stock Fund, which was converted into CBS common stock
(formerly known as Westinghouse Corporation common stock) on
December 31, 1996. The participants' option to invest in the
Company Stock Fund was suspended during 1996 and 1997 and
reinstated during July 1998. The Company Stock Fund is stated at
fair value based on the quoted market price of the underlying
securities of CBS's common stock at December 31, 1998 and 1997.
9 (Continued)
<PAGE> 13
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
The guaranteed investment contract with Metropolitan was stated at
cost plus accrued interest (contract value). Participants with
balances in this fund earned interest at a guaranteed annual rate
of approximately 6% in 1998 and 1997. These funds were guaranteed
against loss of principal by Metropolitan. The interest rate is
subject to periodic adjustment by Metropolitan.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
Participant loans are valued at cost, which approximates fair
value.
(d) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(e) CASH AND CASH EQUIVALENTS
Cash and cash equivalents contain both a non-interest-bearing
checking account held by the plan sponsor and a money market
account managed by BankBoston, plan trustee. At December 31, 1998,
the money market account contained $6,900.
(f) USE OF ESTIMATES
The preparation of financial statements in accordance with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
plan assets and contingent assets and liabilities at the date of
the financial statements and changes in net assets during the
reporting period. Actual results could differ from those
estimates.
(g) RISKS AND UNCERTAINTIES
The Plan provides for various investment options. Investment
securities are exposed to various risks such as interest rate,
market and credit. Due to the risk associated with investment
securities and the uncertainty related to changes in the value of
such securities, it is at least reasonably possible that changes
in risks in the near term could materially affect participants'
account balances and the amounts reported in the statements of net
assets available for plan benefits and the statement of changes in
net assets available for plan benefits, with fund information.
10 (Continued)
<PAGE> 14
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(3) INVESTMENTS
The following table presents the Plan's investments at December 31, 1998
and 1997. Investments representing 5% or more of the Plan's net assets
available for benefits are separately identified.
<TABLE>
<CAPTION>
1998 1997
--------------------------------- -----------------------------------
NO. OF NO. OF
SHARES/UNITS AMOUNT SHARES/UNITS AMOUNT
------------ ------ ------------ ------
<S> <C> <C> <C> <C>
Investments at fair value:
Fidelity Cash Reserves Fund -- $ -- 1,560,021 $ 1,560,021
Massachusetts Financial Services
Massachusetts Investor Trust Fund 337,897 6,842,409 -- --
Fidelity Advisor Growth
Opportunities Fund 269,655 13,547,494 -- --
Fidelity Advisor Equity Growth Fund 85,623 4,888,272 -- --
Fidelity Equity Income Fund -- -- 97,624 5,116,451
Fidelity Magellan Fund -- -- 111,581 10,630,293
Fidelity Contrafund -- -- 63,422 2,957,353
Company Stock Fund 476,097 5,846,466 151,586 4,471,627
Other funds (less than 5%
of net assets) -- 6,580,788 -- 2,608,340
----------- -----------
37,705,429 27,344,085
----------- -----------
Guaranteed investment contracts:
Metropolitan Life Guaranteed
Investment Contract, 6% in
1998 and 1997 -- 193,360
Federated Capital Preservation Fund,
6% in 1998 283,216 2,832,169 -- --
----------- -----------
2,832,169 193,360
----------- -----------
Total investments $40,537,598 $27,537,445
=========== ===========
</TABLE>
11 (Continued)
<PAGE> 15
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
December 31, 1998 and 1997
Notes to Financial Statements
The following table represents the activity in each of the accounts during 1998:
<TABLE>
<CAPTION>
Investment Income
---------------------------------------------------------
Net Interest Total
Beginning appreciation and Interest investment
of the year (depreciation) dividends on loans income
----------- -------------- --------- -------- ------
<S> <C> <C> <C> <C> <C>
Investments at fair value:
Cash and cash equivalents $ -- -- 17,254 8,279 25,533
Short-term fund:
Fidelity Cash Reserves Fund 1,560,021 -- 20,217 -- 20,217
Bond funds:
Massachusetts Financing Services Bond Fund -- (12,529) 39,802 708 27,981
Fidelity Intermediate Bond Fund 828,425 -- 12,982 -- 12,982
Fidelity Global Bond Fund 204,216 711 2,655 -- 3,366
Balanced funds:
George Putnam Fund of Boston -- 17,382 4,486 881 22,749
Oppenheimer Main Street Inc & Growth -- 100,887 1,428 4,309 106,624
Equity funds:
Massachusetts Financing Services
Massachusetts Investors Trust Fund -- 145,687 314,409 5,214 465,310
Fidelity Advisor Growth Opportunities Fund -- 1,437,532 7,632 6,538 1,451,702
Fidelity Advisor Equity Growth Fund -- 366,489 472,019 4,710 843,218
Putnam Voyager Fund -- 107,181 46,806 2,014 156,001
Massachusetts Financing Services
Emerging Growth Fund -- 196,432 17,353 3,236 217,021
Massachusetts Financing Services
World Equity Fund -- 32,626 24,216 1,272 58,114
Fidelity Equity Income Fund 5,116,451 493,826 81,006 -- 574,832
Fidelity Magellan Fund 10,630,293 1,497,689 -- -- 1,497,689
Fidelity Contrafund 2,957,353 369,816 4,555 -- 374,371
Fidelity Emerging Markets Fund 579,668 42,031 -- -- 42,031
Company Stock Fund (note 1(a)) 4,471,627 538,204 7,332 442 545,978
Fixed income fund:
Fidelity Managed Income Portfolio 375,335 -- 7,401 -- 7,401
Loans to participants 620,696 -- -- -- --
------------ ---------- --------- ---------- ----------
27,344,085 5,333,964 1,081,553 37,603 6,453,120
------------ ---------- --------- ---------- ----------
Investments at contract value:
Metropolitan Life Guaranteed Investment
Contract, 6% in 1998 and 1997 193,360 -- 2,111 -- 2,111
Federated Capital Preservation Fund, 6% in 1998 -- -- 101,494 2,034 103,528
------------ ---------- --------- ---------- ----------
193,360 -- 103,605 2,034 105,639
------------ ---------- --------- ---------- ----------
Investments merged from terminated
plan (note 1):
Schwab Money Market Fund -- (9,801) -- -- (9,801)
Warburg Pincus Intermediate Government Fund -- 1,131 -- -- 1,131
Founders Balanced Fund -- (703) -- -- (703)
Invesco Industrial Income Fund -- (3,886) -- -- (3,886)
Kaufman Aggressive Growth Fund -- (37,309) -- -- (37,309)
Warburg Pincus International Equity Fund -- (7,864) -- -- (7,864)
------------ ---------- --------- ---------- ----------
-- (58,432) -- -- (58,432)
------------ ---------- --------- ---------- ----------
27,537,445 5,275,532 1,185,158 39,637 6,500,327
Participants' contributions receivable 602,252 -- -- -- --
Employer's contributions receivable -- -- -- -- --
------------ ---------- --------- ---------- ----------
Total net assets available for
plan benefits $ 28,139,697 5,275,532 1,185,158 39,637 6,500,327
============ ========== ========= ========== ==========
</TABLE>
12 (Continued)
<PAGE> 16
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
December 31, 1998 and 1997
Notes to Financial Statements
<TABLE>
<CAPTION>
Contributions New loans to
----------------------------------------- participants,
Total inter-fund Inter-fund
Participants Employer contributions transfers transfers
------------ -------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C>
Investments at fair value:
Cash and cash equivalents $ 1,457,346 -- 1,457,346 (568,949) (658,501)
Short-term fund:
Fidelity Cash Reserves Fund -- -- -- -- (1,580,238)
Bond funds:
Massachusetts Financing Services Bond Fund 115,417 -- 115,417 (16,079) 1,195,904
Fidelity Intermediate Bond Fund -- -- -- -- (841,407)
Fidelity Global Bond Fund -- -- -- -- (207,582)
Balanced funds:
George Putnam Fund of Boston 144,798 -- 144,798 (4,267) 211,823
Oppenheimer Main Street Inc & Growth 458,423 -- 458,423 (1,582) 80,621
Equity funds:
Massachusetts Financing Services
Massachusetts Investors Trust Fund 529,977 -- 529,977 (20,850) 6,145,044
Fidelity Advisor Growth Opportunities Fund 999,407 -- 999,407 (77,397) 11,683,683
Fidelity Advisor Equity Growth Fund 563,706 -- 563,706 (50,197) 3,683,215
Putnam Voyager Fund 568,019 -- 568,019 (2,764) 40,865
Massachusetts Financing Services
Emerging Growth Fund 531,422 -- 531,422 (18,147) 1,177,559
Massachusetts Financing Services
World Equity Fund 259,073 -- 259,073 (2,659) 243,020
Fidelity Equity Income Fund -- -- -- -- (5,691,283)
Fidelity Magellan Fund -- -- -- -- (12,045,278)
Fidelity Contrafund -- -- -- -- (3,331,724)
Fidelity Emerging Markets Fund -- -- -- -- (621,699)
Company Stock Fund (note 1(a)) 43,407 986,505 1,029,912 (87,681) 148,593
Fixed income fund:
Fidelity Managed Income Portfolio -- -- -- -- (382,736)
Loans to participants -- -- -- 867,818 --
----------- --------- ---------- ---------- -----------
5,670,995 986,505 6,657,500 17,246 (750,121)
----------- --------- ---------- ---------- -----------
Investments at contract value:
Metropolitan Life Guaranteed Investment
Contract, 6% in 1998 and 1997 -- -- -- -- (176,404)
Federated Capital Preservation Fund, 6% in 1998 258,757 -- 258,757 (17,246) 2,622,284
----------- --------- ---------- ---------- -----------
258,757 -- 258,757 (17,246) 2,445,880
----------- --------- ---------- ---------- -----------
Investments merged from terminated
plan (note 1):
Schwab Money Market Fund -- -- -- -- (262,901)
Warburg Pincus Intermediate Government Fund -- -- -- -- (107,385)
Founders Balanced Fund -- -- -- -- (214,293)
Invesco Industrial Income Fund -- -- -- -- (344,028)
Kaufman Aggressive Growth Fund -- -- -- -- (505,407)
Warburg Pincus International Equity Fund -- -- -- -- (261,745)
----------- --------- ---------- ---------- -----------
-- -- -- -- (1,695,759)
----------- --------- ---------- ---------- -----------
5,929,752 986,505 6,916,257 -- --
Participants' contributions receivable (304,437) -- (304,437) -- --
Employer's contributions receivable -- 435,072 435,072 -- --
----------- --------- ---------- ---------- -----------
Total net assets available for
plan benefits $ 5,625,315 1,421,577 7,046,892 -- --
=========== ========= ========== ========== ===========
</TABLE>
13 (Continued)
<PAGE> 17
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
December 31, 1998 and 1997
Notes to Financial Statements
<TABLE>
<CAPTION>
Loan
repayments, Benefits Net
inter-fund Plan paid to increase End of
transfers merger participants (decrease) year
--------- ------ ------------ ---------- ----
<S> <C> <C> <C> <C> <C>
Investments at fair value:
Cash and cash equivalents $ 240,029 -- (488,558) 6,900 6,900
Short-term fund:
Fidelity Cash Reserves Fund -- -- -- (1,560,021) --
Bond funds:
Massachusetts Financing Services Bond Fund 2,380 -- (92,272) 1,233,331 1,233,331
Fidelity Intermediate Bond Fund -- -- -- (828,425) --
Fidelity Global Bond Fund -- -- -- (204,216) --
Balanced funds:
George Putnam Fund of Boston 4,632 -- (11,634) 368,101 368,101
Oppenheimer Main Street Inc & Growth 12,880 -- (14,065) 642,901 642,901
Equity funds:
Massachusetts Financing Services
Massachusetts Investors Trust Fund 13,968 -- (291,040) 6,842,409 6,842,409
Fidelity Advisor Growth Opportunities Fund 23,253 -- (533,154) 13,547,494 13,547,494
Fidelity Advisor Equity Growth Fund 20,845 -- (172,515) 4,888,272 4,888,272
Putnam Voyager Fund 10,526 -- (8,776) 763,871 763,871
Massachusetts Financing Services
Emerging Growth Fund 12,506 -- (35,452) 1,884,909 1,884,909
Massachusetts Financing Services
World Equity Fund 5,130 -- (10,221) 552,457 552,457
Fidelity Equity Income Fund -- -- -- (5,116,451) --
Fidelity Magellan Fund -- -- (82,704) (10,630,293) --
Fidelity Contrafund -- -- -- (2,957,353) --
Fidelity Emerging Markets Fund -- -- -- (579,668) --
Company Stock Fund (note 1(a)) 1,104 -- (263,067) 1,374,839 5,846,466
Fixed income fund:
Fidelity Managed Income Portfolio -- -- -- (375,335) --
Loans to participants (360,196) -- -- 507,622 1,128,318
----------- ---------- ----------- ----------- ----------
(12,943) -- (2,003,458) 10,361,344 37,705,429
----------- ---------- ----------- ----------- ----------
Investments at contract value:
Metropolitan Life Guaranteed Investment
Contract, 6% in 1998 and 1997 -- -- (19,067) (193,360) --
Federated Capital Preservation Fund, 6% in 1998 12,943 -- (148,097) 2,832,169 2,832,169
----------- ---------- ----------- ----------- ----------
12,943 -- (167,164) 2,638,809 2,832,169
----------- ---------- ----------- ----------- ----------
Investments merged from terminated
plan (note 1):
Schwab Money Market Fund -- 272,702 -- -- --
Warburg Pincus Intermediate Government Fund -- 106,254 -- -- --
Founders Balanced Fund -- 214,996 -- -- --
Invesco Industrial Income Fund -- 347,914 -- -- --
Kaufman Aggressive Growth Fund -- 542,716 -- -- --
Warburg Pincus International Equity Fund -- 269,609 -- -- --
----------- ---------- ----------- ----------- ----------
-- 1,754,191 -- -- --
----------- ---------- ----------- ----------- ----------
-- 1,754,191 (2,170,622) 13,000,153 40,537,598
Participants' contributions receivable -- -- -- (304,437) 297,815
Employer's contributions receivable -- -- -- 435,072 435,072
----------- ---------- ----------- ----------- ----------
Total net assets available for
plan benefits $ -- 1,754,191 (2,170,622) 13,130,788 41,270,485
=========== ========== =========== =========== ==========
</TABLE>
14
<PAGE> 18
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(4) TERMINATION OR AMENDMENT
The Company intends to continue the Plan indefinitely, but reserves the
right to change or terminate the Plan in the future. Upon termination of
the Plan, all participant accounts at the date of such termination become
100% vested.
(5) FEDERAL INCOME TAXES
The Plan received a favorable determination letter from the Internal
Revenue Service (the "IRS"), dated September 9, 1996, indicating that the
Plan qualifies under the provisions of Section 401(a) of the Code and
that it is exempt from Federal income taxes under the provisions of
Section 501(a) of the Code. The Plan has been amended since receiving the
determination letter, but the Plan's administrator believes that the Plan
is currently being operated in compliance with the applicable
requirements of the Code.
(6) ADMINISTRATIVE COSTS
All administrative costs are paid by the Company.
(7) SUBSEQUENT EVENTS
Effective April 1999, the American Radio Systems Corporation Retirement
Savings Plan (the "American Radio Plan") was merged into the Plan. The
net assets of the American Radio Plan, amounting to approximately $32.3
million, and the participants' investment accounts, were transferred to
funds of the Plan considered to be of similar quality and nature to the
American Radio Plan.
Effective April 1, 1999, the Plan has added the Infinity Broadcasting
Stock Fund (the "Infinity Stock Fund") as an investment option under the
Plan. The Infinity Stock Fund will solely invest in the Class A Common
Stock of Infinity Broadcasting Corporation. In addition, all Company
matching contributions will be in the form of Class A Common Stock of
Infinity Broadcasting Corporation.
15 (Continued)
<PAGE> 19
SCHEDULE 1
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
IDENTITY OF SHARES/ CURRENT
PARTY DESCRIPTION OF INVESTMENT UNITS COST** VALUE
----- ------------------------- ----- ------ -----
<S> <C> <C> <C> <C>
-- Cash and cash equivalents 6,900 $ 6,900 6,900
Massachusetts
Financial Services Bond Fund 92,801 1,259,819 1,233,331
Putnam George Putnam Fund of Boston 20,405 373,362 368,101
Oppenheimer Main Street Income & Growth Fund 16,109 567,130 642,901
Massachusetts
Financial Services Massachusetts Investors Trust Fund 337,897 6,655,380 6,842,409
Fidelity Advisor Growth Opportunities Fund 269,655 12,597,235 13,547,494
Fidelity Advisor Equity Growth Fund 85,624 4,519,811 4,888,272
Putnam Voyager Fund 34,848 661,768 763,871
Massachusetts
Financial Services Emerging Growth Fund 42,263 1,680,376 1,884,909
Massachusetts
Financial Services World Equity Fund 25,377 519,981 552,457
* CBS Corporation Company Stock Fund 476,097 4,982,410 5,846,466
Federated Capital Reservation Trust Fund 283,217 2,832,169 2,832,169
* Participants Loans 1,128,318 1,128,318
--------------- ----------------
$ 37,784,659 40,537,598
=============== ================
</TABLE>
* Party-in-interest
** Cost is based on the fair value of the assets at the beginning of the plan
year which is consistent with prior years' applied method of determining
historical cost.
See accompanying independent auditors' report.
16
<PAGE> 20
SCHEDULE 2
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Item 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
TYPE OF REALIZED
TRANSACTION SHARES DESCRIPTION COST PROCEEDS GAIN (LOSS)
----------- ------ ----------- ---- -------- -----------
<S> <C> <C> <C> <C> <C>
Single
transactions:
Sales:
1 1,545,558 Fidelity Cash Reserves Fund $ 1,545,558** 1,545,558 --
1 65,169 Fidelity Contrafund 2,957,353** 3,407,081 449,728
1 97,896 Fidelity Equity Income Fund 5,116,451** 5,630,002 513,551
1 110,667 Fidelity Magellan Fund 10,630,293** 12,041,712 1,411,419
Cumulative
transactions:
Purchases:
133 324,522 Federated Capital Preservation
Trust 3,245,219 -- --
68 500,900 *Company Stock Fund 5,240,702 -- --
136 224,240 Fidelity Advisor Equity
Growth Fund 5,000,140 -- --
140 295,060 Fidelity Advisor Growth
Opportunities Fund 13,783,046 -- --
149 371,564 Massachusetts Financial 7,319,493 -- --
Services Massachusetts
Investor Trust
143 104,839 Massachusetts Financial 1,423,463 -- --
Services Bond Fund
115 48,372 Massachusetts Financial
Services Emerging Growth
Fund 1,928,104 -- --
55 37,483,578 Cash and cash equivalents 37,483,578 -- --
Sales:
696 37,476,677 Cash and cash equivalents 37,476,677 37,476,677 --
</TABLE>
* Party-in-interest
** Cost is based on fair value of the assets at the beginning of the plan year
which is consistent with prior years' applied method of determining
historical cost.
See accompanying independent auditors' report.
17
<PAGE> 21
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on behalf of the
Plan by the undersigned thereunto duly authorized.
Infinity Broadcasting Corporation
Employees 401 (k) Plan
Dated: 6/24/99 By: /s/ FARID SULEMAN
----------------------------
Name: Farid Suleman
Title: Plan Administrator
<PAGE> 22
EXHIBIT INDEX
Exhibit No. Description
23 Consent of KPMG LLP
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (No. 333-74387) of our report dated June 18, 1999, included in the
Annual Report of the Infinity Broadcasting Corporation Employees' 401 (k) Plan
on Form 11-K for the year ended December 31, 1998.
/s/ KPMG LLP
New York, New York
June 24, 1999
