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Previous: AIRCRAFT SERVICE INTERNATIONAL GROUP INC, 10-K, 1999-06-29 |
Next: INFINITY BROADCASTING CORP /DE/, 11-K, 1999-06-29 |
<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
Union 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
UNION EMPLOYEES' 401(k) PLAN
Financial Statements and Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE> 3
INFINITY BROADCASTING CORPORATION
UNION 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 21
2 - Line 27(d) - Schedule of Reportable Transactions 22
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
Union Employees' 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of the Infinity Broadcasting Corporation Union 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 is not a required part of the basic financial
statements but is 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. The 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
UNION EMPLOYEES' 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Assets:
Investments, at fair value (note 3):
Cash and cash equivalents $ 1,431 --
Short-term Fund:
Fidelity Cash Reserves Fund -- 66,746
Bond funds:
Massachusetts Financial Services Bond Fund 41,249 --
Fidelity Intermediate Bond Fund -- 32,109
Fidelity Global Bond Fund -- 5,091
Balanced funds:
The George Putnam Fund of Boston 329 --
Oppenheimer Main Street Income & Growth Fund 5,834 --
Equity funds:
Massachusetts Financial Services Massachusetts Investment 259,148 --
Fund
Fidelity Advisor Growth Opportunities Fund 342,703 --
Fidelity Advisor Equity Growth Fund 153,038 --
Putnam Voyager Fund 7,609 --
Massachusetts Financial Services Emerging Growth Fund 39,349 --
Massachusetts Financial Services World Equity Fund 12,097 --
Fidelity Equity Income Fund -- 191,994
Fidelity Magellan Fund -- 419,258
Fidelity Contrafund -- 92,744
Fidelity Emerging Markets Fund -- 16,698
Company Stock Fund (note 1(a)) 23,892 20,819
Loans to participants 15,133 17,844
---------- ----------
901,812 863,303
Investments at contract value:
Metropolitan Life Guaranteed Investment Contract, 6% in
1998 and 1997 -- 8,030
Federated Capital Preservation Fund, 6% in 1998 101,902 --
---------- ----------
101,902 8,030
---------- ----------
Total investments 1,003,714 871,333
---------- ----------
Receivables:
Contributions receivable - participants 9,024 14,101
Contributions receivable - employer 20,428 20,000
---------- ----------
Total receivables 29,452 34,101
---------- ----------
Net assets available for benefits $1,033,166 905,434
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 6
INFINITY BROADCASTING CORPORATION
UNION 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 4):
Investment income:
Net appreciation in fair value of investments $ 168,094
Interest and dividends 17,477
Interest on loans 734
-----------
186,305
-----------
Contributions:
Participants' 124,042
Employer's 20,428
-----------
Total contributions 144,470
-----------
Total additions 330,775
-----------
Deductions from net assets attributed to (note 4):
Benefits paid to participants (203,043)
-----------
Total deductions (203,043)
-----------
Net increase 127,732
Net assets available for benefits:
Beginning of year 905,434
-----------
End of year $ 1,033,166
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 7
INFINITY BROADCASTING CORPORATION
UNION 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
Union 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 union
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, Old Infinity was acquired by Westinghouse Corporation
("Westinghouse"). 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 Company and the Plan trustee changed
the Plan's investment elections, as detailed in note 1(i). The new
investment elections expanded the participants' 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 employees of the Company become eligible to participate in the
Plan 60 days from the entry date, as defined in the plan document,
coinciding with or following the date of attaining age 21.
(c) CONTRIBUTIONS
PARTICIPANTS
Participants may elect to defer, in multiples of 2%, up to 20% 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 ("Code").
(Continued)
4
<PAGE> 8
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
Participants may elect to contribute after-tax compensation up to
10% of pretax compensation. 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 makes a matching contribution of up to $1,000 of the
participant's contribution to the Plan at the end of every plan
year. The amount of such matching contribution is subject to the
test appearing in Section 401(m) of the Code and the regulations
thereunder. Total employer matching contributions for 1998 were
$20,428.
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 matching
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.
(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 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 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.
(Continued)
5
<PAGE> 9
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
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.
(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.
(Continued)
6
<PAGE> 10
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(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.
The 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 Investment 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.
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)).
Federated 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.
(Continued)
7
<PAGE> 11
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
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.
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.
(Continued)
8
<PAGE> 12
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
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 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 Life") 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 in 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.
The guaranteed investment contract with Metropolitan Life 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
Life. The interest rate is subject to periodic adjustment by
Metropolitan Life.
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 of $1,431 at December 31, 1998 consist
of a money market account with an initial term of less than three
months and a non-interest bearing checking account.
(Continued)
9
<PAGE> 13
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(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.
(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 -- $ -- 66,746 $ 66,746
Massachusetts Financial Services
Massachusetts Investment Fund 12,797 259,148 -- --
Fidelity Advisor Growth
Opportunities Fund 6,821 342,703 -- --
Fidelity Advisor Equity Growth Fund 2,681 153,038 -- --
Fidelity Equity Income Fund -- -- 3,663 191,994
Fidelity Magellan Fund -- -- 4,401 419,258
Fidelity Contrafund -- -- 1,989 92,744
Other funds (less than 5% of
net assets) 146,923 92,561
---------- ----------
901,812 863,303
---------- ----------
Guaranteed investment contracts:
Federated Capital Preservation
Fund, 6% in 1998 10,190 101,902 -- --
Metropolitan Life Guaranteed
Investment Contract, 6% in
1998 and 1997 -- -- 8,030
---------- ----------
101,902 8,030
---------- ----------
Total investments $1,003,714 $ 871,333
========== ==========
</TABLE>
(Continued)
10
<PAGE> 14
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(4) INVESTMENT ALLOCATION
Contributions are invested in mutual funds, a guaranteed
investment contract and the Company Stock Fund. Investments
are directed to each fund at the discretion of the individual
participant. Changes in net assets available for benefits for
the year ended December 31, 1998 by fund were as follows:
<TABLE>
<CAPTION>
FIDELITY
CASH CASH
AND CASH RESERVES
EQUIVALENTS FUND
----------- --------
<S> <C> <C>
Additions to net assets attributed to:
Net appreciation (depreciation) in fair value
of investments $ -- --
Interest and dividends 1,431 871
Interest on loans -- --
-------- --------
1,431 871
-------- --------
Contributions:
Participants' 33,524 --
Employer's 20,000 --
-------- --------
Total contributions 53,524 --
Loans to participants - interfund transfers -- --
-------- --------
Total additions 54,955 871
-------- --------
Deductions from net assets attributed to:
Benefits paid to participants -- --
Loan repayments - interfund transfers 16,511 --
-------- --------
Total deductions 16,511 --
-------- --------
Net increase (decrease) prior to
interfund transfers 71,466 871
Interfund transfers, net (70,035) (67,617)
-------- --------
Net increase 1,431 (66,746)
Net assets available for benefits:
Beginning of year -- 66,746
-------- --------
End of year $ 1,431 --
======== ========
</TABLE>
(Continued)
11
<PAGE> 15
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
<TABLE>
<CAPTION>
MASSACHUSETTS FIDELITY
FINANCIAL INTERMEDIATE
SERVICES BOND
BOND FUND FUND
------------- ------------
<S> <C> <C>
Additions to net assets attributed to:
Net appreciation (depreciation) in fair value
of investments $ 834 --
Interest and dividends 1,703 502
Interest on loans -- --
------- -------
2,537 502
------- -------
Contributions:
Participants' 1,793 --
Employer's -- --
------- -------
Total contributions 1,793 --
Loans to participants - interfund transfers -- --
------- -------
Total additions 4,330 502
------- -------
Deductions from net assets attributed to:
Benefits paid to participants -- --
Loan repayments - interfund transfers -- --
------- -------
Total deductions -- --
------- -------
Net increase (decrease) prior to
interfund transfers 4,330 502
Interfund transfers, net 36,919 (32,611)
------- -------
Net increase 41,249 (32,109)
Net assets available for benefits:
Beginning of year -- 32,109
------- -------
End of year $41,249 --
======= =======
</TABLE>
(Continued)
12
<PAGE> 16
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
<TABLE>
<CAPTION>
THE OPPENHEIMER
GEORGE MAIN STREET
FIDELITY PUTNAM INCOME &
GLOBAL FUND GROWTH
BOND FUND OF BOSTON FUND
--------- --------- -----------
<S> <C> <C> <C>
Additions to net assets attributed to:
Net appreciation (depreciation) in fair value
of investments $ 17 7 686
Interest and dividends 65 1 11
Interest on loans -- -- --
------- ------- -------
82 8 697
------- ------- -------
Contributions:
Participants' -- 321 4,812
Employer's -- -- --
------- ------- -------
Total contributions -- 321 4,812
Loans to participants - interfund transfers -- -- --
------- ------- -------
Total additions 82 329 5,509
------- ------- -------
Deductions from net assets attributed to:
Benefits paid to participants -- -- --
Loan repayments - interfund transfers -- -- --
------- ------- -------
Total deductions -- -- --
------- ------- -------
Net increase (decrease) prior to
interfund transfers 82 329 5,509
Interfund transfers, net (5,173) -- 325
------- ------- -------
Net increase (5,091) 329 5,834
Net assets available for benefits:
Beginning of year 5,091 -- --
------- ------- -------
End of year $ -- 329 5,834
======= ======= =======
</TABLE>
(Continued)
13
<PAGE> 17
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
<TABLE>
<CAPTION>
MASSACHUSETTS
FINANCIAL FIDELITY
SERVICES ADVISOR FIDELITY
MASSACHUSETTS GROWTH ADVISOR
INVESTMENT OPPORTUNITIES EQUITY
FUND FUND GROWTH FUND
------------- ------------- -----------
<S> <C> <C> <C>
Additions to net assets attributed to:
Net appreciation (depreciation) in fair value
of investments $ 14,663 24,011 29,272
Interest and dividends 1,393 2,277 --
Interest on loans -- -- --
--------- --------- ---------
16,056 26,288 29,272
--------- --------- ---------
Contributions:
Participant 23,246 16,846 10,921
Employer -- -- --
--------- --------- ---------
Total contributions 23,246 16,846 10,921
Loans to participants - interfund transfers (13,017) (125) (467)
--------- --------- ---------
Total additions 26,285 43,009 39,726
--------- --------- ---------
Deductions from net assets attributed to:
Benefits paid to participants (5,782) (191,603) (5,206)
Loan repayments - interfund transfers -- -- --
--------- --------- ---------
Total deductions (5,782) (191,603) (5,206)
--------- --------- ---------
Net increase (decrease) prior to
interfund transfers 20,503 (148,594) 34,520
Interfund transfers, net 238,645 491,297 118,518
--------- --------- ---------
Net increase (decrease) 259,148 342,703 153,038
Net assets available for benefit:
Beginning of year -- -- --
--------- --------- ---------
End of year $ 259,148 342,703 153,038
========= ========= =========
</TABLE>
(Continued)
14
<PAGE> 18
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
<TABLE>
<CAPTION>
MASSACHUSETTS MASSACHUSETTS
FINANCIAL FINANCIAL
SERVICES SERVICES
PUTNAM EMERGING WORLD
VOYAGER GROWTH EQUITY
FUND FUND FUND
------- ------------- -------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Net appreciation (depreciation) in fair value
of investments $ 1,038 5,331 1,046
Interest and dividends -- -- --
Interest on loans -- -- --
------- ------- -------
1,038 5,331 1,046
------- ------- -------
Contributions:
Participant 6,571 4,865 7,668
Employer -- -- --
------- ------- -------
Total contributions 6,571 4,865 7,668
Loans to participants - interfund transfers -- (274) (117)
------- ------- -------
Total additions 7,609 9,922 8,597
------- ------- -------
Deductions from net assets attributed to:
Benefits paid to participants -- (282) --
Loan repayments - interfund transfers -- -- --
------- ------- -------
Total deductions -- (282) --
------- ------- -------
Net increase (decrease) prior to
interfund transfers 7,609 9,640 8,597
Interfund transfers, net -- 29,709 3,500
------- ------- -------
Net increase (decrease) 7,609 39,349 12,097
Net assets available for benefit:
Beginning of year -- -- --
------- ------- -------
End of year $ 7,609 39,349 12,097
======= ======= =======
</TABLE>
(Continued)
15
<PAGE> 19
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
<TABLE>
<CAPTION>
FIDELITY FIDELITY
EQUITY MAGELLAN FIDELITY
INCOME FUND FUND CONTRAFUND
----------- -------- ----------
<S> <C> <C> <C>
Additions to net assets attributed to:
Net appreciation (depreciation) in fair value
of investments $ 18,797 59,586 11,250
Interest and dividends 3,077 -- 139
Interest on loans -- -- --
--------- --------- ---------
21,874 59,586 11,389
--------- --------- ---------
Contributions:
Participant -- -- --
Employer -- -- --
--------- --------- ---------
Total contributions -- -- --
Loans to participants - interfund transfers -- -- --
--------- --------- ---------
Total additions 21,874 59,586 11,389
--------- --------- ---------
Deductions from net assets attributed to:
Benefits paid to participants -- -- --
Loan repayments - interfund transfers -- 321 307
--------- --------- ---------
Total deductions -- 321 307
--------- --------- ---------
Net increase (decrease) prior to
interfund transfers 21,874 59,907 11,696
Interfund transfers, net (213,868) (479,165) (104,440)
--------- --------- ---------
Net increase (decrease) (191,994) (419,258) (92,744)
Net assets available for benefit:
Beginning of year 191,994 419,258 92,744
--------- --------- ---------
End of year $ -- -- --
========= ========= =========
</TABLE>
(Continued)
16
<PAGE> 20
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
<TABLE>
<CAPTION>
FIDELITY
EMERGING COMPANY
MARKETS STOCK
FUND FUND
-------- --------
<S> <C> <C>
Additions to net assets attributed to:
Net appreciation (depreciation) in fair value
of investments $ 1,061 1,185
Interest and dividends -- 34
Interest on loans -- --
-------- --------
1,061 1,219
-------- --------
Contributions:
Participants -- 1,417
Employer -- --
-------- --------
Total contributions -- 1,417
Loans to participants - interfund transfers -- --
-------- --------
Total additions 1,061 2,636
-------- --------
Deductions from net assets attributed to:
Benefits paid to participants -- (170)
Loan repayments - interfund transfers 306 --
-------- --------
Total deductions 306 (170)
-------- --------
Net increase (decrease) prior to
interfund transfers 1,367 2,466
Interfund transfers, net (18,065) 607
-------- --------
Net increase (16,698) 3,073
Net assets available for benefits:
Beginning of year 16,698 20,819
-------- --------
End of year $ -- 23,892
======== ========
</TABLE>
(Continued)
17
<PAGE> 21
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
<TABLE>
<CAPTION>
METROPOLITAN
LIFE FEDERATED
GUARANTEED CAPITAL
LOAN INVESTMENT PRESERVATION
FUND CONTRACT FUND
-------- -------- ------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Net appreciation (depreciation) in fair value
of investments $ -- (690) --
Interest and dividends -- -- 5,973
Interest on loans 734 -- --
-------- -------- --------
734 (690) 5,973
-------- -------- --------
Contributions:
Participants -- -- 17,135
Employer -- -- --
-------- -------- --------
Total contributions -- -- 17,135
Loans to participants - interfund transfers 14,000 -- --
-------- -------- --------
Total additions 14,734 (690) 23,108
-------- -------- --------
Deductions from net assets attributed to:
Benefits paid to participants -- -- --
Loan repayments - interfund transfers (17,445) -- --
-------- -------- --------
Total deductions (17,445) -- --
-------- -------- --------
Net increase (decrease) prior to
interfund transfers (2,711) (690) 23,108
Interfund transfers, net -- (7,340) 78,794
-------- -------- --------
Net increase (2,711) (8,030) 101,902
Net assets available for benefits:
Beginning of year 17,844 8,030 --
-------- -------- --------
End of year $ 15,133 -- 101,902
======== ======== ========
</TABLE>
(Continued)
18
<PAGE> 22
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
<TABLE>
<CAPTION>
CONTRIBUTIONS CONTRIBUTIONS
RECEIVABLE, RECEIVABLE,
PARTICIPANTS EMPLOYER TOTAL
------------ ------------- ----------
<S> <C> <C> <C>
Additions to net assets attributed to:
Net appreciation (depreciation) in fair value
of investments $ -- -- 168,094
Interest and dividends -- -- 17,477
Interest on loans -- -- 734
---------- ---------- ----------
-- -- 186,305
---------- ---------- ----------
Contributions:
Participants (5,077) -- 124,042
Employer -- 428 20,428
---------- ---------- ----------
Total contributions (5,077) 428 144,470
Loans to participants - interfund transfers -- -- --
---------- ---------- ----------
Total additions (5,077) 428 330,775
---------- ---------- ----------
Deductions from net assets attributed to:
Benefits paid to participants -- -- (203,043)
Loan repayments - interfund transfers -- -- --
---------- ---------- ----------
Total deductions -- -- (203,043)
---------- ---------- ----------
Net increase (decrease) prior to
interfund transfers (5,077) 428 127,732
Interfund transfers, net -- -- --
---------- ---------- ----------
Net increase (5,077) 428 127,732
Net assets available for benefits:
Beginning of year 14,101 20,000 905,434
---------- ---------- ----------
End of year $ 9,024 20,428 1,033,166
========== ========== ==========
</TABLE>
19
<PAGE> 23
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(5) 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.
(6) FEDERAL INCOME TAXES
The Plan received a favorable determination letter from the Internal
Revenue Service ("IRS"), dated September 6, 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.
(7) ADMINISTRATIVE COSTS
All administrative costs are paid by the Company.
(8) SUBSEQUENT EVENT
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.
20
<PAGE> 24
SCHEDULE 1
INFINITY BROADCASTING CORPORATION
UNION 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 1,431 $ 1,431 1,431
Massachusetts Financial
Services Bond Fund 3,104 42,241 41,249
Putnam George Putnam Fund of Boston 18 329 329
Oppenheimer Main Street Income and Growth Fund 146 5,331 5,834
Massachusetts Financial
Services Massachusetts Investment Fund 12,797 252,512 259,148
Fidelity Advisor Growth Opportunities Fund 6,821 319,612 342,703
Fidelity Advisor Equity Growth Fund 2,681 138,672 153,038
Putnam Voyager Fund 347 7,044 7,609
Massachusetts Financial
Services Emerging Growth Fund 882 34,254 39,349
Massachusetts Financial
Services World Equity Fund 556 11,535 12,097
* CBS Corporation Company Stock Fund 728 20,436 23,892
Federated Capital Preservation Fund 10,190 101,902 101,902
* Participants Loans 15,133 15,133
------------- ------------
$ 950,432 1,003,714
============= ============
</TABLE>
See accompanying independent auditors' report.
* 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.
21
<PAGE> 25
SCHEDULE 2
INFINITY BROADCASTING CORPORATION
UNION 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 67,617 Fidelity Cash Reserves Fund $ 67,617* 67,617 --
1 1,992 Fidelity Contrafund 92,744* 104,133 11,389
1 3,719 Fidelity Equity Income Fund 191,994* 213,868 21,874
1 4,401 Fidelity Magellan Fund 419,258* 478,844 59,586
1 4,297 Fidelity Advisor Growth
Opportunities Fund 176,371* 191,269 14,898
Single
transactions:
Purchases:
1 67,617 Cash and Cash Equivalents 67,617 -- --
1 10,413 Federated Capital Preservation
Fund 104,113 -- --
1 10,667 Massachusetts Financial
Services Massachusetts
Investment Fund 213,868 -- --
1 10,201 Fidelity Advisor Growth
Opportunities Fund 478,844 -- --
</TABLE>
* 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.
22
<PAGE> 26
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 Union
Employees 401 (k) Plan
Dated: 6/24/99 By: /s/ FARID SULEMAN
----------------------------
Name: Farid Suleman
Title: Plan Administrator
<PAGE> 27
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 Union 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
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