<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
--------------- ---------------
COMMISSION FILE NUMBER 1-3385
Infinity Broadcasting Corporation
Union Employees' 401(k) Plan
(Title of Plan)
Infinity Broadcasting Corporation
(Name of Issuer of securities held pursuant to the Plan)
40 West 57th Street New York, NY 10019
(Address of Plan and of principal executive office of Issuer)
<PAGE> 2
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(K) PLAN
Financial Statements and Schedule
December 31, 1999 and 1998
(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
SCHEDULE
Schedule of Assets Held for Investment Purposes 12
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, 1999 and 1998, and the related statement of changes
in net assets available for benefits for the year ended December 31, 1999. 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 auditing standards generally accepted
in the United States of America. 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, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is 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 schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audit of the 1999 basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ KPMG LLP
New York, New York
June 22, 2000
<PAGE> 5
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---------- ---------
<S> <C> <C>
Assets:
Investments $1,225,194 1,003,714
---------- ----------
Receivables:
Contributions receivable - participants 6,423 9,024
Contributions receivable - employer 18,718 20,428
---------- ----------
Total receivables 25,141 29,452
---------- ----------
Net assets available for benefits $1,250,335 1,033,166
========== ==========
</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, 1999
<TABLE>
<S> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ 73,302
Interest and dividends 75,586
Interest on loans 556
----------
149,444
----------
Contributions:
Participants' 129,882
Employer's 18,718
----------
Total contributions 148,600
----------
Total additions 298,044
----------
Deductions from net assets attributed to:
Benefits paid to participants 80,875
----------
Total deductions 80,875
----------
Net increase 217,169
Net assets available for benefits:
Beginning of year 1,033,166
----------
End of year $1,250,335
==========
</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, 1999 and 1998
(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 Broadcasting Corporation ("Infinity" or the
"Company") and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Effective April 1, 1998, the Company and the plan trustee changed
the Plan's investment options, as detailed in note 1(i). The new
investment options 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.
(b) ELIGIBILITY
All employees of the Company covered under a collective bargaining
agreement which provides for participation in the Plan 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 and completion of a year of service, as
defined in the plan agreement.
(c) CONTRIBUTIONS
PARTICIPANTS
Participants may elect to defer on a before tax basis, 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 for 1999 and
1998. This limitation may be adjusted annually as provided by
Section 402(g)(5) of the Internal Revenue Code ("Code").
Participants may elect to make after-tax contributions up to the
maximum annual addition amount permitted by law when added with
the other contributions under the Plan.
Participants may elect to allocate their contributions among a
number of specified investment 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 Administrator.
4
(Continued)
<PAGE> 8
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
EMPLOYER
The Company makes a matching cash contribution of up to $1,000 of
the participant's before-tax deferred contribution to the Plan at
the end of every Plan year. The participant must be employed by
the Company on the last day of the Plan year and completed at
least 1,000 hours of service during the Plan year to be eligible
for the matching contribution. The amount of such matching
contribution is subject to the test appearing in Section 401(m) of
the Code and the regulations thereunder.
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, and (b) the participant's share of the participant
directed funds' earnings or losses. Allocations are based on
participant account balances, as defined in the plan agreement.
(e) VESTING
A participant's interest in all voluntary and rollover
contributions and the cumulative earnings thereon are 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):
YEARS OF SERVICE VESTED PERCENTAGE
---------------- -----------------
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%
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.
5
(Continued)
<PAGE> 9
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
In addition, the participant will become fully vested in all
contributions upon disability, as defined in the plan agreement,
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 or in certain
instances upon death.
(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 Managers of the Plan, the terms of the loan shall
be agreed to by the participant and Administrative Managers. In no
event shall a loan be outstanding for a period that exceeds five
years, unless the loan is used to acquire a principal residence,
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 vested account balance.
Loans are subject to a minimum of $1,000. Principal and interest
are paid through payroll deductions.
(h) FORFEITURES
Nonvested amounts, which are forfeited as a result of participants
terminating their employment, shall be used to reduce future
employer contributions. Forfeitures amounted to $-0- for the year
ended December 31, 1999.
6
(Continued)
<PAGE> 10
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(i) INVESTMENT OPTIONS
Participants were able to direct participant contributions into
any of the following investments including the Infinity
Broadcasting Stock Fund which became available April 1, 1999:
Massachusetts Financial Services Bond Fund - Funds are invested
primarily in debt securities issued by the U.S. Government
(Treasury Bonds) and high-grade corporate bonds and seeks to
produce current income. The investment return of this Fund will
fluctuate with market conditions, including changes in interest
rates.
The George Putnam Fund of Boston - Funds are invested in both
stocks and bonds and seeks to provide a balanced investment that
produces capital growth and current income.
Oppenheimer Main Street Income & Growth Fund - Funds are invested
in both stocks and bonds and seeks to produce current income and
capital appreciation.
Massachusetts Financial Services Massachusetts Investors Trust
Fund - Funds are invested primarily in stocks of companies with
large market capitalizations and companies that pay dividends and
seeks to produce current income and capital appreciation.
Fidelity Advisor Growth Opportunities Fund - Funds are invested
primarily in growth stocks (companies with above-average growth in
sales or earnings) and seeks to produce capital appreciation. The
fund seeks growth opportunities in small, medium and large
companies.
Fidelity Advisor Equity Growth Fund - Funds are invested primarily
in common stocks of companies with above average growth
characteristics and seeks to produce capital appreciation.
Putnam Voyager Fund - Funds are invested primarily in common stock
of both small and mid size companies and seeks to produce capital
appreciation.
Massachusetts Financial Services Emerging Growth Fund - Funds are
invested primarily in common stock and related securities such as
preferred stock and convertible securities of emerging growth
companies and seeks to produce growth through capital
appreciation.
Massachusetts Financial Services Global Equity Fund - Funds are
invested primarily in equities issued by mid-cap, large and
growth-oriented foreign and domestic companies and seeks to
produce capital appreciation.
CBS Company Stock Fund - Funds are invested in the common stock of
CBS Corporation (see note 7).
Infinity Broadcasting Stock Fund - Funds are invested in the Class
A common stock of Infinity Broadcasting Corporation.
Federal Capital Preservation Fund - Funds are invested in various
guaranteed investment contracts issued by major U.S. and Canadian
life insurance companies, and other stable value products.
7
(Continued)
<PAGE> 11
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(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 the
Administrative Managers.
Effective April 1, 1998, Bank of Boston ("BankBoston") was
appointed trustee of the Plan. As trustee, BankBoston receives all
plan contributions and sends contributions to the investment
funds. During 1999, BankBoston was acquired by Fleet Bank
("Fleet"). Fleet assumed all responsibilities previously held by
BankBoston, effective October 1, 1999. The Federated Capital
Preservation Fund is invested in a collective trust, the trustee
of which is Federated Bank and Trust.
Prior to April 1, 1998, certain members of the management group of
the Company acted as trustees for the Plan. All investments were
then held by Fidelity Institutional Retirement Services Company,
Metropolitan Life Insurance Company and Merrill Lynch.
(c) INVESTMENTS
All 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.
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.
8
(Continued)
<PAGE> 12
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(d) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(e) CASH AND CASH EQUIVALENTS
Cash and cash equivalents at December 31, 1999 consisted of a
money market account with an initial term of less than three
months of $8,271.
(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. On an ongoing basis, management reviews its estimates,
based on currently available information. Changes in fact or
circumstances may result in revised 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 benefits and the related statement of changes
in net assets available for benefits.
9
(Continued)
<PAGE> 13
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(3) INVESTMENTS
The following table presents the Plan's investments at December 31, 1999
and 1998. Investments representing 5% or more of the Plan's net assets
available for benefits are separately identified.
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Investments:
Massachusetts Financial Services
Massachusetts Investors Trust Fund $ 249,353 $ 259,148
Fidelity Advisor Growth
Opportunities Fund 336,006 342,703
Fidelity Advisor Equity Growth Fund 211,918 153,038
Federated Capital Preservation Fund 116,253 101,902
Massachusetts Financial Services Emergency
Growth Fund 72,304 39,349
Other funds (less than 5% of net assets) 239,360 107,574
---------- ----------
Total investments $1,225,194 $1,003,714
========== ==========
</TABLE>
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $73,302 as follows:
Mutual funds $48,829
Common stock 24,473
-------
$73,302
=======
(4) TERMINATION OR AMENDMENT
The Company intends to continue the Plan indefinitely, but reserves the
right to change or terminate the Plan in the future. Upon termination of
the Plan, all participant accounts at the date of such termination become
100% vested.
10
(Continued)
<PAGE> 14
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(5) 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. Although the Plan has been amended since
receiving the determination letter, the Plan Administrator believes that
the Plan is currently being operated in compliance with the applicable
requirements of the Code.
(6) ADMINISTRATIVE COSTS
All administrative costs are paid by the Company, except loan fees.
(7) SUBSEQUENT EVENTS
(a) In January 2000, participants were given the option to direct
participant contributions to the additional following funds:
Fleet Stable Asset Fund - Funds are invested in guaranteed
investment contracts issued by high-quality insurance
companies and in other investment contracts.
S&P 500 Index Fund - Funds are invested in the stocks that are
included in the Standard & Poor's 500 Composite Price Index
and seeks to achieve long-term capital appreciation.
Participants were also no longer able to direct contributions to
the Federated Capital Preservation Fund. All assets in the
Federated Capital Preservation Fund were transferred into the Fleet
Stable Asset Fund.
(b) On May 4, 2000, CBS merged with Viacom Inc. ("Viacom"), and as a
result of the merger, Infinity Broadcasting Corporation became a
majority-owned subsidiary of Viacom. CBS stock included in the CBS
Company Stock Fund was converted to Viacom Class B shares at a
ratio of 1.085 shares for each share of CBS stock.
11
<PAGE> 15
SCHEDULE
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
IDENTITY OF CURRENT
PARTY DESCRIPTION OF INVESTMENT VALUE
--------------------------------------------- ------------------------------------------------ -------------
<S> <C> <C>
-- Cash and cash equivalents $ 8,271
Massachusetts Financial Services Bond Fund 49,670
Putnam Investments The George Putnam Fund of Boston 19,974
Oppenheimer Funds Main Street Income & Growth Fund 22,657
Massachusetts Financial Services Massachusetts Investors Trust Fund 249,353
Fidelity Investments Advisor Growth Opportunities Fund 336,006
Fidelity Investments Advisor Equity Growth Fund 211,918
Putnam Investments Voyager Fund 41,393
Massachusetts Financial Services Emerging Growth Fund 72,304
Massachusetts Financial Services World Equity Fund 31,190
* CBS Corporation CBS Company Stock Fund 52,812
* Infinity Broadcasting Corporation Infinity Broadcasting Stock Fund 2,279
* Participants Loans to participants 11,114
Federated Bank and Trust Capital Preservation Fund 116,253
----------
$1,225,194
==========
</TABLE>
* Party-in-interest
See accompanying independent auditors' report.
12
<PAGE> 16
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: 6/22/00 By: /s/ PATRICIA STRATFORD
----------------------------
Name: Patricia Stratford
Title: Plan Administrator
<PAGE> 17
EXHIBIT INDEX
Exhibit No. Description
23 Consent of KPMG LLP
