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): January 5, 2001
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
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On January 5, 2001, Infinity Broadcasting Corporation
("Infinity" or the "Registrant") and Viacom Inc. ("Viacom") announced that
Infinity will hold a meeting of its stockholders to seek approval on the merger
of the two companies. The companies decided to seek stockholder approval after a
recent Delaware Chancery Court decision involving another corporation (Digex,
Inc. Shareholders Litigation) created uncertainty about whether such a vote
might be required for Delaware corporations, such as Infinity. The stockholder
meeting is expected to occur in the first quarter of 2001. The closing of the
merger is expected to occur promptly following the meeting.
The companies also announced that Infinity's two largest
stockholders other than Viacom, Arturo R. Moreno and William S. Levine, have
agreed to vote their shares in favor of the transaction. Stockholders of record
on January 16, 2001 will be entitled to vote on the proposed merger. Infinity
will seek approval of two-thirds of the outstanding voting shares, other than
shares owned by Viacom or subject to the voting agreement.
A copy of the press release issued by Infinity and Viacom on
January 5, 2001 is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99.1 Press release issued by Viacom Inc. and Infinity
Broadcasting Corporation on January 5, 2001.
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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: January 5, 2001
