As filed with the Securities and Exchange Commission on October
20, 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)
CBS Employee Investment Fund
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k) Plan
(Full title of the plan)
ANGELINE C. STRAKA
Vice President and Secretary
Infinity Broadcasting Corporation
40 West 57th Street
New York, New York 10019
(212) 975-4321
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to be offering offering registration
to be regist- price per price fee
registered ered share (2) (3)
----------- (1) (2) ----------- -----------
-------- ------------
Common Stock,
Class A
par value
$.01 per
share. . . . 2,000,000 $29.8125 $59,625,000 $16,576
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plans described herein.
(2) Estimated solely for the purpose of computing the
registration fee pursuant to Rule 457(c) under the Securities Act
of 1933 on the basis of the average of the high and low reported
sale prices of the Registrant's Class A Common Stock on the New
York Stock Exchange Inc. Composite Tape on October 18, 1999.
(3) Calculated by multiplying the aggregate offering amount by
.000278.
<PAGE>
EXPLANATORY STATEMENT
This Registration Statement on Form S-8 registers 2,000,000
additional shares of Class A Common Stock of Infinity
Broadcasting Corporation, par value $.01 per share, for issuance
pursuant to the following plans: the CBS Employee Investment
Fund, the Infinity Broadcasting Corporation Employees' 401(k)
Plan and the Infinity Broadcasting Corporation Union Employees'
401(k) Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, each as filed with the Securities
and Exchange Commission, are incorporated as of their respective
dates in this Registration Statement by reference:
* Infinity's Annual Report on Form 10-K, as amended by Form 10-
K/A, for the year ended December 31, 1998.
* The Annual Reports on Form 11-K for the year ended December
31, 1998 of the CBS Employee Investment Fund, the Infinity
Broadcasting Corporation Employees' 401(k) Plan, and the Infinity
Broadcasting Corporation Union Employees' 401(k) Plan.
* All other reports filed by Infinity pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1998.
* The information contained in Part I of Infinity's
Registration Statement on Form S-4 (Registration Statement No.
333-88363) filed on October 4, 1999.
* The description of Infinity's Class A Common Stock contained
in Infinity's Current Report on Form 8-K filed with the SEC on
October 20, 1999, as amended or updated pursuant to the Exchange
Act.
All reports and other documents subsequently filed by
Infinity pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act will be deemed to be incorporated by reference in
this Registration Statement and to be a part of this Registration
Statement from the respective date of filing of each of those
documents until the filing of a post-effective amendment to this
Registration Statement which indicates either that all securities
offered by this Registration Statement have been sold or which
deregisters all of the securities under this Registration
Statement then remaining unsold. Any statement contained in this
Registration Statement or in a document incorporated or deemed to
be incorporated by reference in this Registration Statement will
be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes
that statement. Any statement so modified or superseded will 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
Vernon J. Carpenter, Tax Counsel for Infinity, has provided
an opinion regarding the Plans' compliance with ERISA. Mr.
Carpenter is an employee of CBS Corporation and a participant in
one of the Plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Infinity is incorporated under the laws of the State of
Delaware. Under Section 145 of the Delaware General Corporation
Law, Infinity is empowered to indemnify its directors and
officers in the circumstances provided in Section 145. Certain portions
of Section 145 are summarized below.
Section 145(b) of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprises against expenses,
including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's
conduct was unlawful.
Section 145(b) of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including
attorneys' fees, actually and reasonably incurred by
such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court
of Chancery or such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that
a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Section 145(a) and (b), or in
defense of any claim, issue or matter therein, such person shall
be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by such person in connection
therewith.
Section 145(d) of the DGCL provides that any indemnification
under Section 145(a) and (b), unless ordered by a court, shall be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard
of conduct set forth in Section 145(a) and (b). Such
determination shall be made with respect to a person who is a
director or officer at the time of such determination (1) by a
majority vote of the directors who were not parties to such
action, suit or proceeding, even though less than a quorum, or
(2) by a committee of such directors designated by majority vote
of such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the
stockholders.
Section 145(e) of the DGCL provides that expenses, including
attorneys' fees, incurred by an officer or director in defending
any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as
authorized in Section 145. Such expenses, including attorneys'
fees, incurred by former directors and officers or other
employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.
Section 145(f) of the DGCL provides that the indemnification
and advancement of expenses provided by, or granted pursuant to,
Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors or otherwise.
Section 145(g) of the DGCL provides that a corporation shall
have the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation
would have the power to indemnify such person against such
liability under Section 145.
Infinity's Restated Certificate of Incorporation 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: (1) any breach of the
director's duty of loyalty to Infinity or its stockholders; (2)
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of laws; (3) payment of
dividends, stock purchases or redemptions that violate the DGCL;
or (4) 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.
Infinity's Restated Certificate of Incorporation and its
Restated 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 reason of the fact that such
person is or was an officer or director of Infinity or a director
or elected officer of a subsidiary 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 of a proceeding, initiated by such person only if
such proceeding, or part of a proceeding, 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 Infinity's
Restated Certificate of Incorporation or Infinity's Restated
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 its Restated
Certificate of Incorporation and its Restated 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 its
Restated By-Laws or otherwise. Infinity's Restated 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
EXHIBIT NO. DESCRIPTION
---------- -----------
4.1 Restated Certificate of Incorporation of Infinity as of
December 14, 1998 is incorporated by reference to Exhibit 3.1 to
Infinity's Form 10-Q for the quarter ended June 30, 1999.
4.2 Restated By-Laws of Infinity as of December 14, 1998 are
incorporated by reference to Exhibit 3.2 to Infinity's
Form 10-Q for the quarter ended June 30, 1999.
5.1 Opinion of Vernon J. Carpenter, Esquire, Tax Counsel for
Infinity, as to the qualification of the Plans under Section 401
of the Internal Revenue Code of 1986, as amended.
23.1 Consent of Counsel -- contained in opinion filed as
Exhibit 5.1.
23.2 Consent of KPMG LLP.
24 Powers of Attorney.
<PAGE>
ITEM 9. UNDERTAKINGS
Infinity hereby undertakes:
* 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;
* 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;
* 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;
* that, for purposes of determining any liability under the
Securities Act of 1933, each filing of Infinity'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; and
* insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of Infinity pursuant to the
foregoing provisions, or otherwise, Infinity 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 Infinity of expenses incurred or
paid by a director, officer or controlling person of Infinity
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, Infinity
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.
<PAGE>
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 20th day of October, 1999.
INFINITY BROADCASTING CORPORATION
By: /s/ Angeline C. Straka
-------------------------------------
Angeline C. Straka
Vice President & Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons on the 20th day of October, 1999, in the capacities
indicated:
SIGNATURE TITLE
* Chairman, President and
Chief Executive Officer
- --------------------------- (principal executive officer)
(Mel Karmazin) and Director
* Executive Vice President,
Chief Financial Officer and
- -------------------------- Treasurer
(Farid Suleman) (principal financial officer)
and Director
*
- --------------------------------- Director
(George H. Conrades)
*
- --------------------------------- Director
(Bruce S. Gordon)
*
- --------------------------------- Director
(Richard R. Pivirotto)
*
- --------------------------------- Director
(Jeffrey Sherman)
*
- --------------------------------- Director
(Dr. Paula Stern)
*
- --------------------------------- Director
(Robert D. Walter)
*By /s/ Angeline C. Straka
-----------------------
Angeline C. Straka
ATTORNEY-IN-FACT
<PAGE>
INDEX OF EXHIBITS FILED WITH THIS REGISTRATION STATEMENT
EXHIBIT NO. DESCRIPTION
---------- -----------
5.1 Opinion of Vernon J. Carpenter, Esquire, Tax Counsel for
Infinity, as to the qualification of the Plans under
Section 401 of the Internal Revenue Code.
23.1 Consent of Counsel -- contained in opinion filed as
Exhibit 5.1.
23.2 Consent of KPMG LLP.
24 Powers of Attorney.
Exhibit 5.1 and Exhibit 23.1
October 20, 1999
Infinity Broadcasting Corporation
40 West 57th Street
New York, NY 10019
Gentlemen:
Re: CBS Employee Investment Fund,
Infinity Broadcasting Corporation Employees' 401(k) Plan, and
Infinity Broadcasting Corporation Union Employees' 401(k)
Plan (the "Plans")
-------------------------------------------------------------
- -------------
As tax counsel to Infinity Broadcasting Corporation, I advise you
as follows in connection with the Plans:
1. By letter dated March 5, 1996, the Internal Revenue Service
(IRS) determined that the CBS Employee Investment Fund, met the
qualification requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended (Code).
2. By letter dated September 6, 1996, the IRS determined that the
Infinity Broadcasting Corporation Employees' 401(k) Plan met the
qualification requirements of Section 401(a) of the Code.
3. By letter dated September 6, 1996, the IRS determined that the
Infinity Broadcasting Corporation Union Employees' 401(k) Plan
met the qualification requirements of Section 401(a) of the Code.
I know that I am referred to in Item 5, Part II of the
Registration Statement on Form S-8 relating to Infinity Class A
Common Stock. I hereby consent to such use of my name in such
Registration Statement and to the use of this opinion for filing
as Exhibit 5.1 to such Registration Statement.
Very truly yours,
/s/ Vernon J. Carpenter
- --------------------------------
Vernon J. Carpenter
Tax Counsel for Infinity
Exhibit 23.2
[Letterhead of KPMG]
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated January 27, 1999,
appearing on page 20 of Infinity Broadcasting Corporation's Form
10-K/A and page 40 of Infinity Broadcasting Corporation's Form 10-
K for the year ended December 31, 1998, incorporated by reference
in this Registration Statement.
/s/ KPMG LLP
New York, New York
October 19, 1999
EXHIBIT 24
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k) Plan
CBS Employee Investment Fund
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 20 day of October, 1999.
/S/ George H. Conrades
-------------------------
<PAGE>
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k) Plan
CBS Employee Investment Fund
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 20 day of October, 1999.
/S/ Bruce S. Gordon
-------------------------
<PAGE>
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k) Plan
CBS Employee Investment Fund
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 20 day of October, 1999.
/S/ Mel Karmazin
-----------------------------
<PAGE>
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k) Plan
CBS Employee Investment Fund
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 20 day of October, 1999.
/S/ Richard R. Pivirotto
-------------------------
<PAGE>
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k) Plan
CBS Employee Investment Fund
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 20 day of October, 1999.
/S/ Jeffrey Sherman
---------------------
<PAGE>
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k) Plan
CBS Employee Investment Fund
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 20 day of October, 1999.
/S/ PAULA STERN
----------------------------
<PAGE>
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k) Plan
CBS Employee Investment Fund
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 20 day of October, 1999.
/S/ Farid Suleman
-------------------------
<PAGE>
Infinity Broadcasting Corporation Employees' 401(k) Plan
Infinity Broadcasting Corporation Union Employees' 401(k) Plan
CBS Employee Investment Fund
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 20 day of October, 1999.
/S/ Robert D. Walter
-------------------------
