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): August 14, 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)
Item 5. Other Events
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On August 14, 2000, Viacom Inc. ("Viacom") delivered to
the Board of Directors of Infinity Broadcasting Corporation
("Infinity") a letter dated August 14, 2000 (the "Proposal
Letter") in which Viacom offered to acquire through a stock-for-
stock merger transaction (the "Proposed Transaction") all the
issued and outstanding shares of Class A Common Stock, par value
$.01 per share (the "Infinity Class A Shares"), of Infinity not
currently owned by Viacom. Pursuant to the Proposed Transaction,
each Infinity Class A Share would be converted into the right to
receive 0.564 shares 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
equity of Infinity and approximately 90.0% of the combined voting
power of the Infinity Class A Shares and the Infinity Class B
Shares. Viacom currently does not hold any Infinity Class A
Shares. The merger proposal is subject to approval of
Infinity's independent directors.
The Infinity directors have formed a special committee
consisting of Mr. Bruce S. Gordon and Mr. Jeffrey Sherman
to evaluate and negotiate the Viacom proposal. The special
committee expects to retain separate financial and legal advisors.
On August 15, 2000, the Registrant issued a press
release relating to the events described above. Such press
release is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits
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(c) Exhibits
99.1 Press Release issued by the Registrant on August 15, 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: August 15, 2000
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued by the Registrant on
August 15, 2000.
