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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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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 30, 2000
INFINITY BROADCASTING CORPORATION
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(Exact name of registrant as
specified in its charter)
Delaware 13-4030071
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(State or other jurisdiction- (IRS Employer
of incorporation) Identification 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
On October 30, 2000, Infinity Broadcasting Corporation ("Infinity" or
the "Registrant"), Viacom Inc. ("Viacom") and IBC Merger Corp., a direct
wholly-owned subsidiary of Viacom ("Merger Sub"), entered into a definitive
agreement and plan of merger (the "Merger Agreement") pursuant to which Infinity
will merge with and into Merger Sub (the "Merger") and Viacom will acquire all
the issued and outstanding shares of Class A Common Stock, $.01 par value per
share, of Infinity ("Infinity Class A Shares") not currently owned by Viacom. In
the Merger, each outstanding Infinity Class A Share will be converted into the
right to receive 0.592 of a share of Class B Common Stock, par value $.01 per
share, of Viacom. Viacom currently holds 100% of Infinity's Class B Common
Stock, par value $.01 per share (the "Infinity Class B Shares"), which
represents approximately 64.3% of the total outstanding Infinity Class A Shares
and Infinity Class B Shares and approximately 90.0% of the combined voting power
of the Infinity Class A Shares and the Infinity Class B Shares. Viacom does not
currently hold any Infinity Class A Shares.
On October 31, 2000, 1999, the Registrant and Viacom issued a joint
press release announcing the Merger Agreement, which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
2 Agreement and Plan of Merger, dated as of October 30, 2000,
among Viacom Inc., IBC Merger Corp., and Infinity Broadcasting
Corporation, is incorporated herein by reference to Exhibit
99.1 to the Report on Form 8-K of Viacom Inc., as filed with
the Securities and Exchange Commission on October 31, 2000.
99.1 Joint Press Release issued by Infinity Broadcasting
Corporation and Viacom Inc. on October 31, 2000, is
incorporated herein by reference to Exhibit 99.2 to the Report
on Form 8-K of Viacom Inc., as filed with the Securities and
Exchange Commission on October 31, 2000.
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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
Senior Vice President, Secretary &
General Counsel
Date: October 31, 2000
