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): May 24, 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 4. Changes in Registrant's Certifying Accountant
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(a) Previous Independent Accountants
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(i) After completion of the merger between Viacom Inc. and CBS
Corporation on May 4, 2000 (pursuant to which CBS merged into
Viacom, with Viacom the surviving company) (the "Merger"),
Viacom, on May 24, 2000, reappointed PricewaterhouseCoopers LLP
("PWC") to serve as independent accountants for Viacom until the
Viacom Annual Meeting of Shareholders in 2001, subject to
approval of the Viacom shareholders at the Viacom Annual Meeting
in June 2000. Infinity Broadcasting Corporation ("Infinity" or
the "Company"), a majority-owned subsidiary of CBS prior to the
Merger and now a majority-owned subsidiary of Viacom, also
selected PWC as its independent accountants, replacing KPMG LLP
("KPMG").
(ii) KPMG's reports on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii)During the two most recent fiscal years and any
subsequent interim period preceding May 24, 2000, (i) there were
no disagreements with KPMG on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the
satisfaction of KPMG, would have caused KPMG to make a reference
to the subject matter of the disagreements in connection with its
reports in the financial statements for such years, and (ii)
there were no reportable events as described in Item 304 of
Regulation S-K.
(iv) The Company provided KPMG with a copy of this report no
later than the date this report was filed with the Securities and
Exchange Commission and requested that KPMG furnish it with the
letter described in item 304(a)(3) of Regulation S-K. A copy of
the letter from KPMG to the Securities and Exchange Commission
described in Item 304(a)(3) of Regulation S-K is filed as Exhibit
16 hereto.
(b) New Independent Accountants
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(i) As discussed above, Infinity selected PWC as
Infinity's independent accountants to audit
Infinity's financial statements. The action was
recommended by Infinity's Audit Committee and was
approved by its Board of Directors.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits
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(c) Exhibits
Exhibit No.
16 Letter from KPMG LLP dated May 30, 2000, pursuant to Item
304(a)(3) of Regulation S-K
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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/ Farid Suleman
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Farid Suleman
Executive Vice President,
Chief Financial Officer and
Treasurer
Date: May 30, 2000
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EXHIBIT INDEX
Exhibit Description
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16 Letter from KPMG LLP pursuant to Item 304(a)(3) of
Regulation S-K
