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 20, 1999
INFINITY BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-14599 13-4030071
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
40 WEST 57TH STREET, NEW YORK, NY 10019
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(Address of principal executive offices) (Zip Code)
(212) 314-9200
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
The following information is filed in this Report for the
purpose of restating and updating Infinity Broadcasting
Corporation's description of its capital stock.
DESCRIPTION OF CAPITAL STOCK
Infinity Broadcasting Corporation's Restated Certificate of
Incorporation authorizes 2,000,000,000 shares of Class A Common
Stock, 2,000,000,000 shares of Class B Common Stock, and
50,000,000 shares of Preferred Stock. The following summary
description of the capital stock of Infinity is qualified in its
entirety by reference to its Restated Certificate and its
Restated By-Laws. Infinity files copies of its Restated
Certificate and By-Laws with the Securities and Exchange
Commission. The current Restated Certificate and By-Laws are
listed as exhibits to this Report and are incorporated by
reference.
As used in the Restated Certificate, CBS Parent means CBS
Corporation, or, if CBS Corporation is then a wholly-owned
subsidiary of another entity, CBS Parent means the parent entity,
in either case together with any successor by way of merger,
consolidation, division or sale of all or substantially all of
the assets of CBS Corporation. CBS Party means CBS Parent, any
person or entity with a controlling interest in CBS Parent, and
all corporations, partnerships, joint ventures, associations and
other entities in which CBS Parent beneficially owns, directly or
indirectly, 50 percent or more of the outstanding voting stock,
voting power or similar voting interests other than Infinity or
any entity in which Infinity beneficially owns, directly or
indirectly, 50 percent or more of the outstanding voting
interests.
Infinity's Restated Certificate provides for two classes of
common stock, Class A Common Stock and Class B Common Stock,
which are substantially identical except with respect to voting,
conversion and transfer.
CLASS A COMMON STOCK AND CLASS B COMMON STOCK
Voting Rights
-------------
Holders of Class A Common Stock and Class B Common Stock
generally have identical voting rights and vote together as a
single class and not as separate classes, except that holders of
Class A Common Stock are entitled to one vote per share while
holders of Class B Common Stock are entitled to five votes per
share and the shares of Class B Common Stock maintain certain
conversion rights and transfer restrictions as described below.
Except as required by law, the Restated Certificate or the By-
Laws, all matters to be voted on by stockholders, other than in
the election of directors, must be approved by a majority of the
votes cast in person or by proxy by holders of the outstanding
shares of Class A Common Stock and Class B Common Stock entitled
to vote on the subject matter, voting together as a single class,
subject to any voting rights granted to holders of any
outstanding Preferred Stock. In the case of the election of
directors, the required vote is a plurality rather than a
majority. Holders of shares of Class A Common Stock and Class B
Common Stock are not entitled to cumulate their votes in the
election of directors. Except as otherwise provided by law or in
the Restated Certificate, and subject to any voting rights
granted to holders of any outstanding Preferred Stock, amendments
to the Restated Certificate must be approved by a majority of the
combined voting power of the outstanding shares of Class A Common
Stock and Class B Common Stock entitled to vote thereon, voting
together as a single class. This requirement includes any
amendments to increase or decrease the authorized shares of any
class. However, amendments to the Restated Certificate that
would adversely alter or change the powers, preferences and
relative, participating, optional or other special rights of the
shares of Class A Common Stock or Class B Common Stock must also
be approved by a majority of the combined voting power of the
outstanding shares of the class that would be adversely affected
by the amendment, voting as a separate class. The superior
voting rights of the holders of the Class B Common Stock
described above may discourage unsolicited tender offers and
merger proposals.
Dividends and Other Distributions
----------------------------------
Holders of Class A Common Stock and Class B Common Stock
share equally on a per share basis in any dividends or other
distributions declared by the Infinity Board of Directors,
subject to the rights of the holders of any series of Preferred
Stock and any other provisions of the Restated Certificate.
Dividends or other distributions consisting of shares of Class A
Common Stock and Class B Common Stock may be paid only as
follows:
* Shares of Class A Common Stock, or securities
convertible into or exchangeable or exercisable for
shares of Class A Common Stock, may be paid only to
holders of Class A Common Stock.
* Shares of Class B Common Stock, or securities
convertible into or exchangeable or exercisable for
shares of Class B Common Stock, may be paid only to
holders of Class B Common Stock.
* The number of shares or securities convertible into or
exchangeable or exercisable for shares of Class A or
Class B Common Stock so paid must be equal on a per
share basis with respect to each outstanding share of
Class A Common Stock and Class B Common Stock.
Infinity is not permitted to reclassify, subdivide or
combine shares of either class of its Common Stock without at the
same time proportionally reclassifying, subdividing or combining
shares of the other class.
In the event of any liquidation, dissolution or winding up
of Infinity, the holders of Class A Common Stock and the holders
of Class B Common Stock are entitled to receive the assets and
funds of Infinity available for distribution, after payments to
creditors and to the holders of any Preferred Stock of Infinity
that may at the time be outstanding, in proportion to the number
of shares held by them, respectively, without regard to class.
Issuance of Class B Common Stock, Options, Rights or Warrants
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Except as described in the provisions regarding dividends and other
distributions above, Infinity is not entitled to issue
additional shares of Class B Common Stock or to issue rights,
options, warrants or other securities convertible into or
exchangeable or exercisable for additional shares of Class B
Common Stock, except that Infinity is permitted to make a pro
rata offer to all holders of Common Stock of rights to purchase
additional shares of the class of Common Stock already held by
them. The Class A Common Stock and the Class B Common Stock must
be treated equally with respect to any offer that Infinity makes
to holders of Common Stock of rights, options, warrants or other
securities convertible into or exchangeable or exercisable for
shares of any other capital stock of Infinity.
Merger
-------
In the event of a merger, consolidation or other
restructuring, the holders of Class A Common Stock and the
holders of Class B Common Stock are entitled to receive the same
per share consideration, if any, except that, prior to a Tax-Free
Spin-Off, if such consideration includes voting securities or
rights, options, warrants or other securities convertible into or
exchangeable or exercisable for voting securities, Infinity must,
to the maximum extent practicable, provide that the voting
securities distributed or distributable to holders of Class B
Common Stock entitle such holders to five times the number of
votes per share or other applicable unit as the voting securities
issued or issuable to the holders of the Class A Common Stock.
As used in the Restated Certificate, a Tax-Free Spin-Off
means the transfer of the Class B Common Stock beneficially owned
by CBS Parent to the stockholders of CBS Parent in a transaction
intended to be tax-free under Section 355 of the Internal Revenue
Code or any successor provision.
Conversion of Class B Common Stock
-----------------------------------
Each share of Class B Common Stock is convertible at the
option of the holder into one share of Class A Common Stock as
long as it is held by a CBS Party. Any shares of Class B Common
Stock transferred to a person other than a CBS Party
automatically convert into shares of Class A Common Stock upon
such transfer except in the situation described below.
In connection with a Tax-Free Spin-Off, shares of Class B
Common Stock will not convert, and thereafter will not be
convertible, into shares of Class A Common Stock, subject to
applicable laws. However, the Intercompany Agreement between CBS
and Infinity requires CBS, prior to a Tax-Free Spin-Off, to amend
the Restated Certificate to provide for the automatic conversion
of shares of Class B Common Stock into shares of Class A Common
Stock, at a specified time following the Tax-Free Spin-Off, if
CBS determines that such conversion would be consistent with
qualification of the transaction as a tax-free spin-off under
Section 355 of the Internal Revenue Code.
Preemptive Rights
------------------
No shares of either class of Common Stock have preemptive
rights with respect to any outstanding or newly issued capital
stock of Infinity.
Foreign Ownership Restrictions
------------------------------
Infinity's Restated Certificate includes the following
provisions, which are designed to ensure that control and
management of Infinity remains with United States persons or
entities, as required by the Federal Communications Act.
* If Infinity is a direct licensee of a broadcast
station, Infinity will not issue to Aliens, either
individually or in the aggregate, in excess of 20% of
the total number of shares of capital stock of Infinity
outstanding at any time. Infinity also will seek not
to permit the transfer on the books of Infinity of any
capital stock to any Alien that would result in the
total number of shares of such capital stock held by
Aliens exceeding this 20% limit. If Infinity is not a
direct licensee of a broadcast station but directly or
indirectly controls a licensee, the foregoing limit is
25% rather than 20%. In the event that the Federal
Communications Commission amends these limits, the
amended limits apply.
* As used in Infinity's Restated Certificate, Alien means
any of the following:
* A person who is a citizen of a country other than
the United States
* Any entity organized under the laws of a government
other than the government of the United States or
any state, territory, or possession of the United
States
* A government other than the government of the United
States or of any state, territory, or possession of
the United States
* A representative of, or an individual or entity
controlled by, any of the foregoing
* If Infinity is a direct licensee of a broadcast
station, no Alien or Aliens will be entitled to vote or
direct or control the vote of more than 20% of either
the total number of shares of capital stock of Infinity
outstanding and entitled to vote at any time and from
time to time or the total voting power of all shares of
capital stock of Infinity outstanding and entitled to
vote at any time and from time to time. If Infinity is
not a direct licensee of a broadcast station but
directly or indirectly controls a licensee, the
foregoing limit is 25% rather than 20%. In the event
that the FCC amends these limits, the amended limits
apply.
* Any shares of capital stock of Infinity determined by
its Board of Directors to be owned by an Alien or
Aliens will always be subject to redemption by
Infinity, by action of its Board of Directors or any
other applicable provision of law, to the extent
necessary in the judgment of the Board of Directors to
comply with the Alien ownership restrictions. The
terms, conditions and procedures of redemption will be
as follows:
* The redemption price of the shares to be redeemed
will be equal to the fair market value of the
shares to be redeemed, as determined by the Board
of Directors in good faith.
* The redemption price of such shares may be paid in
cash, securities or any combination of cash and
securities, as determined by the Board of
Directors.
* If the aggregate redemption price for all of the
Alien-owned shares to be redeemed exceeds $5
million in the aggregate during any one year
period consisting of any 12 consecutive calendar
months, then Infinity may elect to pay the balance
of any redemption price after Infinity has paid $5
million in the one year period in installments not
to exceed $5 million per year in the aggregate,
with interest payable semi-annually at a rate
equal to the six-month LIBOR rate for such six-
month period from time to time as determined by
the Board of Directors in good faith.
* If fewer than all of the Alien-owned shares are to be
redeemed, the shares to be redeemed will be
selected in any manner determined by the Board of
Directors to be fair and equitable.
* Except as to holders who waive notice in writing
and except as described below, at least 10 days'
prior written notice of the redemption specifying
the date the redemption is to be effective will be
given to the holders of the shares selected to be
redeemed. The written notice can be given to
holders on the redemption date, rather than at
least 10 days' prior to the redemption date, if
the cash or securities necessary to effect the
redemption has been deposited in trust for the
benefit of the holders and the cash and securities
are subject to immediate withdrawal by the holders
upon surrender of the stock certificates for the
shares being redeemed, with the stock certificates
duly endorsed in blank or accompanied by duly
executed proper instruments of transfer.
* From and after the redemption date, the shares
being redeemed cease to be regarded as
outstanding. Any and all rights of the holders of
whatever nature in respect of the shares being
redeemed or attaching to the shares being redeemed
cease and terminate beginning on the redemption
date. This includes any rights to vote or to
participate in dividends declared on capital stock
of the same class or series as the shares being
redeemed, excepting only payment of dividends
declared prior to the redemption date for which
the record date precedes the redemption date.
After the redemption date, the holders are
entitled only to receive the cash or securities
payable upon redemption.
* The redemption will also be subject to such other
terms and conditions as the Board of Directors
determines.
PREFERRED STOCK
The Board of Directors has the authority, without further
action by the stockholders, to provide for the issuance of shares
of Preferred Stock in one or more series and to fix the powers,
rights, preferences, privileges and restrictions of the series.
Any or all of these powers, rights, preferences and privileges
may be greater than the rights of the Class A Common Stock or the
Class B Common Stock. Depending upon the rights of such
Preferred Stock, the issuance of Preferred Stock could adversely
affect the voting power of holders of the Class A Common Stock or
the Class B Common Stock or both, could result in restrictions
upon the payment of dividends or other distributions to the
holders of Common Stock, and could have the effect of delaying,
deterring or preventing a change in control of Infinity.
Infinity has no present plans to issue any shares of Preferred
Stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
Exhibit Description
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99.1 Infinity's Restated Certificate of
Incorporation is incorporated herein by
reference to Exhibit 3.1 to Infinity's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999.
99.2 Infinity's Restated By-Laws are incorporated
herein by reference to Exhibit 3.2 to
Infinity's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
INFINITY BROADCASTING CORPORATION
---------------------------------
(Registrant)
By: /s/ Angeline C. Straka
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Angeline C. Straka
Vice President and Secretary
Date: October 20, 1999
